TCR_Public/061124.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 24, 2006, Vol. 10, No. 280
  
                             Headlines

ABN AMRO: Fitch Holds Low-B Ratings on Six Certificate Classes
ACCU-SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
AUTOCAM CORP: May Not Comply with Covenants on December 2006
AUTOCAM CORP: Restructuring Cues S&P to Junk Corp. Credit Rating
BANC OF AMERICA: Fitch Affirms Low-B Ratings on 32 Cert. Classes

BANC OF AMERICA: S&P Holds Low-B Ratings on Six Cert. Classes
BERTHEL GROWTH: Incurs $95,475 Net Loss in Quarter Ended Sept. 30
BEST BRANDS: Moody's Assigns B2 Corporate Family Rating
BEXAR COUNTY: Moody's Holds Low-B Ratings on $21.9-Mil. Bonds
BRICKMAN GROUP: Partners' Sale Cues Moody's Negative Review

C-BASS: S&P Lowers Rating on Three Transactions
CALPINE CORP: Appoints Lisa Donahue as Chief Financial Officer
CALPINE CORP: Wants $100-Mil. Goldendale Bid Procedures Approved
CARRAWAY METHODIST: Administrator Amends Creditors' Committee
CARRAWAY METHODIST: Bradley Arant Approved as Bankruptcy Counsel

CATHOLIC CHURCH: HR&A Employment Hearing Continues on Nov. 27
CATHOLIC CHURCH: Portland Wants R. Dandar's $1MM Claim Disallowed
CBA COMMERCIAL: Fitch Rates $1-Mil. Class M-5 Certificates at BB+
CENTENNIAL COMMS: Selling Dominican Republic Business for $80 Mil.
CENTRIX FIN'L: Court Sets January 11 Hearing on Sale of All Assets

CKE RESTAURANTS: Good Performance Cues Moody's to Revise Outlook
COIN BUILDERS: Judge Utschig Approves Chapter 7 Conversion
COIN BUILDERS: Chapter 7 Trustee Hires Kepler & Peyton as Counsel
COMPLETE RETREATS: Court OKs Increase in Patriot's Holdback Amount
COMMUNICATIONS CORP: Hires CobbCorp LLC as Broker

COMMUNICATIONS CORP: Hires Michael Nassif as Special Counsel
COPANO ENERGY: Expands Commodity Hedging Portfolio
CREDIT SUISSE: S&P Downgrades Rating on Class M-2 Certs. to BB
CROWN HOLDINGS: Seeks Noteholders' OK on Additional $200-Mil. Debt
DAVID DUNCAN: Case Summary & Three Largest Unsecured Creditors

DELTA AIR: Bondholders to Form Group Backing US Airways Bid
ENCORE ACQUISITION: Earns $42.1 Million in Quarter Ended Sept. 30
ENRON CORP: Wants Energen, Et Al. Settlement Pacts Approved
ENRON CORP: Seeks Approval for T. Thorn Settlement Agreement
EQUITABLE LIFE: Wants Business Moved to Canada Life Under Scheme

FEDERAL-MOGUL: Judge Fitzgerald Okays DIP Credit Pact Amendment
FISHER SCIENTIFIC: Releases Third Quarter 2006 Financial Results
FOAMEX INTERNATIONAL: Lease Decision Period Extended to Feb. 17
FOAMEX INTERNATIONAL: Wants to Reject Chorman Employment Agreement
FORD CREDIT: Fitch Rates $59-Million Class D Notes at BB+

GLEN DEVELOPMENT: Case Summary & Three Largest Unsecured Creditors
GLOBAL TEL*LINK: S&P Holds Existing Corporate Credit Rating at B
GMAC MORTGAGE: Fitch Assigns Low-B Ratings on Eight Cert. Classes
GREATER MERIDIAN: Voluntary Chapter 11 Case Summary
HERCULES INC: Earns $34.2 Million in Quarter Ended September 30

HINES HORTICULTURE: Hires KPMG as New Accountant in Lieu of PwC
HINES HORTICULTURE: Unit Sells Pipersville Facility to Costa
HOMETOWN COMMERCIAL: S&P Places Low-B Ratings on 6 Cert. Classes
HOME EQUITY: Poor Performance Cues S&P to Chip Ratings on Debt
HOME FRAGRANCE: Files Schedules of Assets and Liabilities

HOME FRAGRANCE: Wants Locke Liddell as Bankruptcy Counsel
IMPATH INC: Inks Litigation Settlement with Former Accountants
INDYMAC ABS: Poor Performance Cues S&P to Chip Ratings on Debt
INTERFACE INC: Financial Recovery Cues Moody's Rating Upgrades
INTERNATIONAL PAPER: 2006 Third Qtr. Net Income Soars to $201 Mil.

INTERPUBLIC GROUP: Reports $5.8 Mil. Net Income in Third Quarter
INTERPUBLIC GROUP: S&P Rates Proposed Floating Rate Notes at B
INTERSTATE BAKERIES: Court Alters Performance Bonus Payment Dates
INTERSTATE BAKERIES: Court Okays Central States Pension Fund Pact
JACK IN THE BOX: High Leverage Cues S&P to Cut Rating to BB-

KIMBALL HILL: Moody's Holds Low-B Ratings on Senior Notes
LAMAR MEDIA: Launches $400-Mil. Sr. Notes' Solicitation Consent
LEE'S TRUCKING: Plan Confirmation Hearing Set for February 21
LEINER HEALTH: Sales Cue Moody's to Revise Outlook to Stable
LEVEL HOLDING: Voluntary Chapter 11 Case Summary

M. FABRIKANT & SONS: Taps Donlin Recano as Claims & Notice Agent
M. FABRIKANT & SONS: Wants Until January 16 to File Schedules
MASTR TRUST: Fitch Assigns Low-B Ratings on Four Cert. Classes
MERRILL LYNCH: Fitch Holds Low-B Ratings $18.9MM of Certificates
MERRILL LYNCH: Fitch Holds Rating on Class B-2 Issue at BB

MERRILL LYNCH: Monthly Losses Cue S&P's Negative CreditWatch
MEZZCAP COMMERCIAL: Fitch Holds Low-B Ratings on 3 Cert. Classes
MILLENIUM SEACARRIERS: U.S. Trustee Seeks Chapter 7 Conversion
MILLS CORP: Completes Restructured Financing Deal for Xanadu
ML-CFC COMMERCIAL: S&P Puts Initial Ratings for $4.6-Bil Certs.

MONEY STORE: Stable Performance Cues Fitch's to Lift BB Rating
MOVIE GALLERY: Moody's Eyes Downgrade Due to 10-Q Filing Delay
MUSICLAND HOLDING: ACE Group & ESIS Object to Disclosure Statement
MUSICLAND HOLDING: Voting Tabulation Summary for Impaired Classes
NAVISTAR INT'L: Finance Unit Receives $1.2 Billion Loan Waiver

NEWPOWER HOLDINGS: Paying Interim Liquidation Proceeds on Dec. 14
NEXSTAR BROADCASTING: Posts $3 Mil. Loss in Quarter Ended Sept. 30
NRG ENERGY: Completes $1.35 Billion Hedge Reset Transactions
NUTRAQUEST INC: Ordinary Administrative Claims Deadline is Dec. 4
O'CHARLEY'S INC: S&P Holds Corporate Credit Rating at BB-

OPTI CANADA: Moody's Pares Corp. Family Rating to Ba3 from Ba2
OPTI CANADA: S&P Rates Proposed CDN$550-Mil. Facility at BB+
OWENS CORNING: Insurance Cos. Want Administrative Claims Allowed
OWENS CORNING: Releases Financial Results for Third Quarter 2006
PACIFIC ENERGY: Plains Purchase Prompts Moody's Rating Upgrade

PHOENIX SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
PIER 1 IMPORTS: Sells Pier 1 National Bank to Chase for $155 Mil.
PLUM CREEK: Earns $92 Million in 2006 Third Quarter
POLYMER GROUP: S&P Affirms BB- Rating with Stable Outlook
PREMIER ENTERTAINMENT: U.S. Trustee Appoints Five-Member Committee

RELIANT ENERGY: Credit Enhancement Cues Fitch to Revise Outlook
RESIX FINANCE: S&P Lifts Low-B Ratings on Four Certificate Classes
ROBERT WARD: Case Summary & Eight Largest Unsecured Creditors
SAINT VINCENTS: Hires Weiser to Conduct Fund Analysis
SAMSONITE CORP: Planned $175-Mil. Dividend Cues S&P's Neg. Watch

SAN JOAQUIN: S&P Lifts Ratings on Senior & Junior Bonds to BB-
SANTA BARBARA: Case Summary & Seven Largest Unsecured Creditors
SAVVIS INC: Sept. 30 Balance Sheet Upside-Down by $141 Million
SEA CONTAINERS: Court Okays Kirkland & Ellis As Special Counsel
SEA CONTAINERS: Court Okays Sidley Austin as Bankruptcy Counsel

SERACARE LIFE: Court Approves Mayer Hoffman as Auditors
SERACARE LIFE: Hires Willkie Farr as Special Corporate Counsel
SERACARE LIFE: Ct. Extends Lease Decision Period to Jan. 31, 2007
SMARTVIDEO TECH: Posts $4.1MM Net Loss in Quarter Ended Sept. 30
STEEL DYNAMICS: Good Performance Cues S&P to Lift Credit Rating

STRUCTURED ASSET: Losses Cue S&P to Junk Rating on Class B Note
SUMMERWIND AT THE BLUFFS: Case Summary & Eight Largest Creditors
SUPERCONDUCTOR TECH: Posts $2.1MM Net Loss in 2006 Third Quarter
TEXAS STATE: Defaults Prompt Moody's to Lower Ratings to C
TISHMAN SPEYER: S&P Rates $545-Mil. Secured Credit Facility at BB

TRIPOS INC: Selling All Discovery's Assets to Vector Capital
US STEEL: Fitch Lifts Issuer Default Rating to BBB- From BB
VALLEY HEALTH: Fitch's Rating on Revenue Bonds Remain at BB-
VICTORY MEMORIAL: Organizational Meeting Scheduled on November 28
VILLAGEEDOCS INC: Inks Warrant Exchange Pact with Barron Partners

VISTEON CAPITAL: Moody's Cuts Corp. Family Rating to B3 from B2
WALL STREET SUITES: Taps Backenroth Frankel as Bankruptcy Counsel
WELLS FARGO: Fitch Rates Two Certificate Classes at Low-Bs
WINN-DIXIE: Court Enters Findings and Conclusions on Join Plan
WINN-DIXIE: Five Parties Appeal Confirmation in District Court

WINN-DIXIE: Registers 400 Million Shares of New Common Stock
WISCONSIN AVENUE: Fitch Holds Rating on $1.2-Million Certs. at B
WOODWIND & BRASSWIND: Case Summary & 20 Largest Creditors

* BOOK REVIEW: Trump: The Saga of America's Most Powerful Real
                      Estate Baron

                             *********

ABN AMRO: Fitch Holds Low-B Ratings on Six Certificate Classes
--------------------------------------------------------------
Fitch Ratings has affirmed these mortgage pass-through
certificates from ABN AMRO's Armor MCP 2005-1 L.P.:

      -- Class B-1 'AA+';
      -- Class B-2 'AA';
      -- Class B-3 'AA-';
      -- Class B-4 'A+';
      -- Class B-5 'A';
      -- Class B-6 'A-';
      -- Class B-7 'BBB+';
      -- Class B-8 'BBB';
      -- Class B-9 'BBB-';
      -- Class B-10 'BB+';
      -- Class B-11 'BB';
      -- Class B-12 'BB-';
      -- Class B-13 'B+';
      -- Class B-14 'B'; and,
      -- Class B-15 'B-'.

The affirmations reflect stable relationships of credit
enhancement to future expected losses, and affect approximately
$1.33 billion in outstanding certificates.

The collateral on the aforementioned transactions primarily
consists of jumbo, A-quality, first lien residential mortgages.  
As of the October 2006 distribution date, the pool factor is
approximately 94%, and the transaction is 10 months seasoned.  
This portfolio consists of mortgage loans originated and serviced
by ABN AMRO Mortgage Group, Inc.


ACCU-SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Accu-Systems, Inc.
        1810 West 5000 South
        Salt Lake City, UT 84118

Bankruptcy Case No.: 06-24561

Type of Business: The Debtor manufactures woodworking machinery.
                  The Debtor's products range from small glue
                  systems, to large double sided machines.
                  See http://www.accu-systems.com/

Chapter 11 Petition Date: November 22, 2006

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Christian Burridge, Esq.
                  Christian Burridge P.C.
                  8813 South Redwood Road, Suite C-2
                  West Jordan, UT 84088
                  Tel: (801) 983-4929
                  Fax: (801) 401-7871

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Western Technology Marketing                         $262,524
   9193 North Flint Way
   Park City, UT 84098

   Fischer Precision Spindles                            $86,681
   119 White Oak Drive
   Berlin, CT 06037

   Deseret Certified Development                         $62,265
   2595 East 3300 South
   Salt Lake City, UT 84109

   Aero Tech Mfg, Inc.                                   $52,401

   RSI - Robotic Systems Integrated                      $39,795

   Pro Automation LLC                                    $32,229

   Affiliated Metals                                     $31,355

   Advance Air Products                                  $27,744

   National City Commercial Capital                      $24,181

   Salt Lake County Assessor                             $24,094

   Automation Devices                                    $13,433

   Utah State Tax Commission                             $12,375

   TCF Leasing Inc.                                      $12,226

   TechnaBase Inc.                                       $12,229

   EME Mechanical & Electrical                           $11,915

   Wells Fargo Equipment Finance                         $11,799

   Kingdon Sheet Metal Inc.                              $10,429

   Marmon Keystone                                       $10,226

   Royal Wholesale                                       $10,082

   Great Lakes Carbide Tool Mfg                           $8,819


AUTOCAM CORP: May Not Comply with Covenants on December 2006
------------------------------------------------------------
Autocam Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that based on its current
projections, it might be unable to comply with the financial
covenants set in its senior credit facilities and second lien
credit facility as of Dec. 31, 2006.

The Company however said that it was in compliance with the
covenants as of Sept. 30, 2006.  The Company's senior credit
facilities and second lien credit facility's financial covenants
are tested at each calendar quarter-end.

                        Credit Facilities

As of Sept. 30, 2006, the Company says that it borrowed
$23.1 million under its revolving credit facilities to fund
liquidity needs as cash generated from operations was insufficient
to meet the Company's requirements.  As of Sept. 30, 2006, the
Company had $17.3 million remaining under its revolving credit
facilities and its senior credit facilities permits the Company to
factor without recourse an additional $9.5 million of trade
receivables.

Subsequent to Sept. 30, 2006, the Company discloses that it
borrowed $15.8 million of funds available under the revolving
credit facilities, and as of Nov. 13, 2006, had cash holdings of
$13.1 million.  The Company says that since it only had
$1.2 million remaining in its revolving credit facilities as of
Nov. 13, 2006, the Company's short-term liquidity needs must be
met primarily from cash on hand and cash generated from
operations.  The Company relates that these sources could be
insufficient to meet its debt service and day-to-day operating
expenses during the fourth quarter.

The Company discloses that the interest payments on its senior
subordinated notes are due Dec. 15, 2006, while interest payments
on its senior credit facility and second lien credit facility are
due Dec. 29, 2006.

Failure to make these payments within the applicable 30-day grace
period in the case of the senior subordinated notes and the
applicable five-day grace period under the senior credit
facilities and second lien credit facility, the Company says,
would constitute events of default under these notes and credit
facilities.

                           Options

The Company discloses that in order to improve its near-term
liquidity, it is exploring a variety of options, which include:

    * reducing investment in working capital;
    * selling idle equipment; and
    * securing other sources of capital for its operations.

The Company further discloses that it intends to engage in
discussion with its senior and second lien lenders to seek further
amendments to its senior credit facilities and second lien credit
facility to provide for covenant relief.  It also intends to
engage in restructuring discussion with holders of the Company's
senior subordinated notes.

The Company says it cannot assure that the discussions with its
lenders will be successful.  If the Company is not successful,
then upon an event of default, the senior and second lien lenders
will have the ability to exercise all of their rights, including
requiring the amounts outstanding under the senior credit
facilities and the second lien credit facility to become due and
payable.

Headquartered in Kentwood, Michigan, Autocam Corporation --
http://www.autocam.com/-- is a wholly-owned subsidiary of Titan  
Holdings, Inc.  Autocam manufactures extremely close tolerance
precision-machined, metal alloy components, sub-assemblies and
assemblies, primarily for performance and safety critical
automotive applications.  The Company provides these products from
its facilities in North America, Europe, South America and Asia to
some of the world's largest suppliers to the automotive industry.
These suppliers include Autoliv, Delphi Corporation, Robert Bosch
GmbH, Siemens VDO, TRW Automotive, Inc. and ZF Friedrichshafen AG.


AUTOCAM CORP: Restructuring Cues S&P to Junk Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kentwood, Michigan-based Autocam to 'CC' from 'CCC+' and
placed the ratings on CreditWatch with negative implications.

Standard & Poor's also lowered its ratings on the company's senior
secured bank facilities to 'CC' from 'CCC+' and the senior
subordinated notes to 'C' from 'CCC-'.

These actions came after Autocam's statements, in its recent
10-Q filing with the SEC, that it may be unable to meet its
Dec. 15, 2006, interest payment on its $140 million senior
subordinated notes, that it is engaged in restructuring
discussions with holders of its senior subordinated notes
regarding a possible equity swap, that it does not expect to be in
compliance with financial covenants on its senior credit
facilities and second-lien credit facility as of Dec. 31, 2006,
and that it is seeking to amend its senior first-lien credit
facilities and its second-lien credit facility to provide covenant
relief.

Autocam is exploring various options to improve liquidity,
including selling assets and securing other sources of capital.
The company's balance sheet debt as of Sept. 30, 2006, totaled
$320 million.

"We would lower the ratings further if the company fails to meet
its contractual debt obligations," said Standard & Poor's credit
analyst Nancy Messer.

"The downgrades reflect Autocam's distressed financial situation
and the increasing possibility that the company will be forced to
restructure in the near term.  We believe it is unlikely that the
company will be able to secure alternative financing in the
absence of waivers for its current covenants or incremental
liquidity from its equity sponsors, because of its very high debt
leverage and weak operating results."


BANC OF AMERICA: Fitch Affirms Low-B Ratings on 32 Cert. Classes
----------------------------------------------------------------
Fitch has taken rating actions on these Banc of America
Alternative Loan Trust mortgage pass-through certificates:

   * Series ALT 2003-8 Total Pools 1 & 2:

      -- Classes 1-CB-1, 1-CB-PO, 1-CB-WIO, 2-NC-1 to 2-NC-3, 2-
         NC-PO & 2-NC-WIO affirmed at 'AAA';

      -- Class X-B1 affirmed at 'AA';

      -- Class X-B2 affirmed at 'A';

      -- Class X-B3 affirmed at 'BBB';

      -- Class X-B4 affirmed at 'BB';

      -- Class X-B5 affirmed at 'B'.

Series ALT 2003-8 Pool 3:

      -- Classes 3-A-1, 3-A-WIO & 3-A-PO affirmed at 'AAA';
      -- Class 3-B1 affirmed at 'AA';
      -- Class 3-B2 affirmed at 'A';
      -- Class 3-B3 affirmed at 'BBB';
      -- Class 3-B4 affirmed at 'BB';
      -- Class 3-B5 affirmed at 'B'.
      
Series ALT 2003-9 Total Pools 1 & 2:

      -- Classes 1-CB-1 to 1-CB-5, 1-CB-PO, 1-CB-WIO, 2-NC-1, 2-
         NC-2, 2-NC-PO & 2-NC-WIO affirmed at 'AAA';

      -- Class X-B1 affirmed at 'AA';

      -- Class X-B2 affirmed at 'A';

      -- Class X-B3 affirmed at 'BBB';

      -- Class X-B4 affirmed at 'BB';

      -- Class X-B5 affirmed at 'B'.

Series ALT 2003-9 Pool 3:

      -- Classes 3-A-1, 3-A-2, 3-A-WIO & 3-A-PO affirmed at   
         'AAA';

      -- Class 3-B1 affirmed at 'AA';

      -- Class 3-B2 affirmed at 'A';

      -- Class 3-B3 affirmed at 'BBB';

      -- Class 3-B4 affirmed at 'BB';

      -- Class 3-B5 affirmed at 'B'.

Series ALT 2003-10 Total Pools 1 - 4:

      -- Classes 1-A-1, 1-PO, 1-IO, 2-A-1 to 2-A-4, 2-IO, 2-PO,
         3-A-1, 3-IO, 3-PO, 4-A-1 to 4-A-3, 4-IO & 4-PO affirmed
         at 'AAA';

      -- Class 30-B1 affirmed at 'AA';

      -- Class 30-B2 affirmed at 'A';

      -- Class 30-B3 affirmed at 'BBB';

      -- Class 30-B4 affirmed at 'BB';

      -- Class 30-B5 affirmed at 'B'.

Series ALT 2003-10 Total Pools 5 & 6:

      -- Classes 5-A-1, 5-A-2, 5-IO, 5-PO, 6-A-1 to 6-A-3, 6-IO &
         6-PO affirmed at 'AAA';

      -- Class 15-B1 affirmed at 'AA';

      -- Class 15-B2 affirmed at 'A';

      -- Class 15-B3 affirmed at 'BBB';

      -- Class 15-B4 affirmed at 'BB';

      -- Class 15-B5 affirmed at 'B'.

Series ALT 2003-11 Total Pools 1 - 3:

      -- Classes 1-A-1, 1-PO, 1-IO, 2-A-1, 2-IO, 2-PO, 3-A-1, 3-
         IO & 3-PO affirmed at 'AAA';

      -- Class 30-B1 affirmed at 'AA';

      -- Class 30-B2 affirmed at 'A';

      -- Class 30-B3 affirmed at 'BBB';

      -- Class 30-B4 affirmed at 'BB';

      -- Class 30-B5 affirmed at 'B'.

Series ALT 2003-11 Total Pools 4 & 5:
      -- Classes 4-A-1, 4-A-2, 4-IO, 4-PO, 5-A-1, 5-A-2, 5-IO &
         5-PO affirmed at 'AAA';

      -- Class 15-B1 affirmed at 'AA';

      -- Class 15-B2 affirmed at 'A';
            -- Class 15-B3 affirmed at 'BBB';

      -- Class 15-B4 affirmed at 'BB';

      -- Class 15-B5 affirmed at 'B'.

Series ALT 2004-1 Total Pools 1 - 3:

      -- Classes 1-A-1, 1-PO, 1-IO, 2-A-1, 2-IO, 2-PO, 3-A-1, 3-
         IO & 3-PO affirmed at 'AAA';

      -- Class 30-B1 affirmed at 'AA';

      -- Class 30-B2 affirmed at 'A';

      -- Class 30-B3 affirmed at 'BBB';

      -- Class 30-B4 affirmed at 'BB';

      -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-1 Total Pools 4 & 5:
      --Classes 4-A-1, 4-PO, 5-A-1, 5-A-2, 5-A-3 & 5-PO affirmed
        at 'AAA';

      -- Class 15-B1 affirmed at 'AA';
            -- Class 15-B2 affirmed at 'A';

      -- Class 15-B3 affirmed at 'BBB';

      -- Class 15-B4 affirmed at 'BB';

      -- Class 15-B5 affirmed at 'B'.

Series ALT 2004-2 Total Pools 1 - 3:

      -- Classes 1-A-1, 1-PO, 1-IO, 2-A-1 to 2-A-7, 2-IO, 2-PO,
         3-A-1, 3-IO, 30-B-IO & 3-PO affirmed at 'AAA';


      -- Class 30-B1 affirmed at 'AA';

      -- Class 30-B2 affirmed at 'A';

      -- Class 30-B3 affirmed at 'BBB';

      -- Class 30-B4 affirmed at 'BB';

      -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-2 Total Pools 4 & 5:
      -- Classes 4-A-1, 4-IO, 4-PO, 5-A-1, 5-IO & 5-PO affirmed
         at 'AAA';

      -- Class 15-B1 affirmed at 'AA';

      -- Class 15-B2 affirmed at 'A';

      -- Class 15-B3 affirmed at 'BBB';

      -- Class 15-B4 affirmed at 'BB';

      -- Class 15-B5 affirmed at 'B'.

Series ALT 2004-3 Total Pools 1 - 3:

      -- Classes 1-A-1, 1-PO, 1-IO, 2-A-1, 2-IO, 2-PO, 3-A-1 to
         3-A-4, 3-IO, 30-B-IO & 3-PO affirmed at 'AAA';

      -- Class 30-B1 affirmed at 'AA';


      -- Class 30-B2 affirmed at 'A';

      -- Class 30-B3 affirmed at 'BBB';

      -- Class 30-B4 affirmed at 'BB';

      -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-3 Pool 4:

      -- Classes 4-A-1, 4-IO & 4-PO affirmed at 'AAA';
      -- Class 4-B1 affirmed at 'AA';
      -- Class 4-B2 affirmed at 'A';
      -- Class 4-B3 affirmed at 'BBB';
      -- Class 4-B4 affirmed at 'BB';
      -- Class 4-B5 affirmed at 'B'.

Series ALT 2004-4 Total Pools 1 - 4:

      -- Classes 1-A-1, 1-PO, 1-IO, 2-A-1, 2-IO, 2-PO, 3-A-1, 3-
         IO, 3-PO, 30-B-IO, 4-A-1 to 4-A-5, 4-IO & 4-PO affirmed
         at 'AAA';

      -- Class 30-B1 affirmed at 'AA';

      -- Class 30-B2 affirmed at 'A';

      -- Class 30-B3 affirmed at 'BBB';

      -- Class 30-B4 affirmed at 'BB';

      -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-4 Total Pools 5 & 6:

      -- Classes 5-A-1, 5-IO, 5-PO, 6-A-1, 6-IO & 6-PO affirmed
         at 'AAA';

      -- Class 15-B1 affirmed at 'AA';

      -- Class 15-B2 affirmed at 'A';

      -- Class 15-B3 affirmed at 'BBB';

      -- Class 15-B4 affirmed at 'BB';

      -- Class 15-B5 affirmed at 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$2,035 million in outstanding certificates as of the Oct. 25, 2006
distribution date.

The underlying collateral in these transactions consists of fixed-
rate, conventional, fully-amortizing mortgage loans secured by
first lien on one- to four-family residential properties.  Bank of
America, N.A., which is rated 'RPS1' by Fitch for Prime & ALT-A
transactions, is the servicer for these loans.

These transactions are seasoned from a range of 30 months to 37
months.  The pool factors range from 56.10% to 67.52%.  The
cumulative losses on these transactions range from 0% to 0.12% of
respective original collateral balances.  As a percentage of their
respective current collateral balances, the 90+ delinquencies
range from 0.03%.


BANC OF AMERICA: S&P Holds Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2004-1.

Concurrently, ratings are affirmed on the remaining 16 classes
from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior certificates reflect the defeasance
of $77.4 million in collateral since issuance.

As of the Nov. 10, 2006, remittance report, the collateral pool
consisted of 112 loans with an aggregate trust balance of
$1.291 billion, compared with 113 loans totaling $1.327 billion at
issuance.  The master servicer, Bank of America N.A., reported
primarily full-year 2005 financial information for 100% of the
pool.  

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.82x, up from 1.59x at issuance.  
All of the loans in the pool are current.  To date, the trust has
not experienced any losses.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $537.3 million (42%) and a weighted average
DSC of 2.22x, up from 1.90x at issuance.  

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans.  
Two properties were characterized as "excellent," while the
remaining collateral was characterized as "good."  

The SBC Center loan, the 10th-largest exposure, is not on the
watchlist; however, the second-largest tenant's lease is expiring
at the end of April 2007, and the tenant will not be renewing. The
loan has an outstanding balance of $29.4 million and is secured by
a 294,255-sq.-ft. office property in Troy, Michigan.

Credit characteristics for two of the loans in the pool remain
consistent with those of investment-grade obligations.

Details of these two loans:

      -- The largest exposure in the pool, the Leo Burnett
         Building, has a loan balance of $120.0 million (9%).  
         The interest-only loan is secured by a fee interest in a
         1.1 million-sq.-ft. office property in Chicago, Ill.  
         The property serves as the worldwide headquarters for   
         Leo Burnett Worldwide Inc.  Leo Burnett's lease extends
         until December 2012. Occupancy was 100% as of June 30,
         2006.  Standard & Poor's adjusted net cash flow is
         similar to its level at issuance.

      -- The second-largest exposure in the pool, the Hines-
         Sumitomo Life Office portfolio, is encumbered by a
         $264.6 million class A note and a $51.8 million class B
         note.  The A note is divided into two pari passu pieces,
         of which $104.6 million serves as the trust collateral.  
         The loan is secured by the fee and leasehold interests
         in three office properties totaling 1.2 million sq. ft.
         The 675,678-sq.-ft. 425 Lexington Avenue office property
         in midtown Manhattan is 100% occupied and occupies the
         entire block between East 43rd Street and East 44th
         Street.  The 280,404-sq.-ft. 499 Park Avenue office
         property, also in Manhattan, was 88% occupied as of
         June 30, 2006.  The 231,641-sq.-ft. 1200 19th Street
         office property in Washington, D.C., was 100% occupied
         as of June 30, 2006.  The combined year-end 2005 DSC for
         all three properties was 2.34x, down from 2.66x at
         issuance.  The decline was attributable to $11.4 million
         in capital expenditures for tenant improvements at the
         425 Lexington Avenue property.  For the six months ended
         June 30, 2006,  the DSC was 3.86x.  Standard & Poor's
         adjusted loan-to-value ratio is 49%.

Bank of America reported a watchlist of 13 loans.  MHC Portfolio -
Sherwood Forest Mobile Home Park is the largest loan on the
watchlist with an outstanding balance of $26.4 million (2%) and is
secured by a 1,190-pad manufactured housing community in
Kissimmee, Florida.  The loan appears on the watchlist because the
collateral property reported a year-end 2005 DSC of 1.08x.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    
                          Ratings Raised
     
              Banc of America Commercial Mortgage Inc.
    Commercial Mortgage Pass-Through Certificates Series 2004-1
           
                     Rating
                     ------
         Class     To      From   Credit enhancement (%)
         -----     --      ----   ----------------------    
         B         AA+     AA                      12.72
         C         AA      AA-                     11.69
         D         A+      A                        9.38
         E         A       A-                       8.35
     
                        Ratings Affirmed
     
            Banc of America Commercial Mortgage Inc.
   Commercial Mortgage Pass-Through Certificates Series 2004-1

          Class    Rating       Credit enhancement (%)
          -----    ------       ---------------------      
          A-1      AAA                           15.16
          A-1A     AAA                           15.16
          A-2      AAA                           15.16
          A-3      AAA                           15.16
          A-4      AAA                           15.16
          F        BBB+                           6.94
          G        BBB                            6.04
          H        BBB-                           4.50
          J        BB+                            3.98
          K        BB                             3.47
          L        BB-                            2.83
          M        B+                             2.18
          N        B                              1.93
          O        B-                             1.67
          XC       AAA                             N/A
          XP       AAA                             N/A
             
N/A-Not applicable.


BERTHEL GROWTH: Incurs $95,475 Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Berthel Growth & Income Trust I incurred a net investment loss of
$95,475 on $39,994 of total revenues for the quarter ended
Sept. 30, 2006, compared to a net investment loss of $162,888 on
revenue of $56,390 for the same period in the prior year.

As of Sept. 30, 2006, total assets and liabilities of the Trust
are $6,403,960 and $11,628,417, respectively.  Management says the
net losses and equity deficit raises substantial doubt about the
ability of the Trust to continue as a going concern.

Berthel SBIC, LLC, a wholly owned subsidiary of the Trust, has
agreed to liquidate its portfolio assets in order to pay its
indebtedness to the United States Small Business Administration.  

SBIC is in violation of the maximum capital impairment percentage
permitted by the SBA.  In August, 2002, the SBA notified the SBIC
that all debentures, accrued interest and fees were immediately
due and payable.  The SBIC was transferred into the Liquidation
Office of the SBA at that time.  On September 1, 2003, management
signed a loan agreement with the SBA for $8,100,000 (after paying
$1,400,000 on the $9,500,000 debentures) with a term of 48 months
at an interest rate of 7.49%.  The loan is secured by
substantially all assets of the SBIC.  The loan agreement contains
various covenants including establishment of a reserve account in
the amount of $250,000 with excess cash paid to the SBA, limits on
the amounts of expenses, other than interest expense, that can be
incurred and paid.  The loan agreement also contains various
events of default, including a decrease in the aggregate value of
the SBIC's assets of 10% or greater.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?157a

Headquartered in Marion, Iowa, Berthel Fisher & Company Inc. --
http://www.berthel.com/-- provides capital market services to  
small and mid-sized companies, specializing in both private and
public securities offerings.  Berthel Fisher & Co., through a
subsidiary, acts as management agent and trustee of the Berthel
Growth & Income Trust I, a business development company under the
Investment Company Act of 1940.  Berthel Growth & Income Trust I
owns a Small Business Investment Company licensed by the Small
Business Administration.


BEST BRANDS: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned first time ratings to Best
Brands Corporation.

The rating outlook is stable.

The ratings assigned are based on preliminary terms as outlined by
the company, and are subject to receipt and final review of
executed documents.

Ratings assigned:

   * Best Brands Corporation:

      -- Corporate family rating at B2

      -- Probability of default rating at B2

      -- $30 million first-lien revolving credit facility due
         2011 at B1, LGD3, 39%

      -- $170 million first-lien Term Loan B due 2012 at B1,
         LGD3, 39%

      -- $75 million second-lien Term Loan due 2013 at Caa1,
         LGD5, 87%

The ratings were assigned in response to Best Brands' acquisition
of a complementary specialty baked goods provider which
manufactures a similar line of frozen baked items.  

The company will finance the transaction, refinance existing
indebtedness, and pay related fees and expenses with proceeds from
a new $30 million first lien revolving credit facility,
$170 million first-lien Term Loan B, and $75 million second-lien
Term Loan, as well as $25 million of new preferred equity to be
issued by its parent, Value Creation Partners Inc.

The ratings reflect the company's modest scale in the packaged
goods industry, weak pro forma margins and debt protection
measures, and aggressive financial policy due to acquisitions,
which gives rise to significant integration risk.

Pro forma leverage is expected to exceed 6x at inception,
including Moody's standard analytic adjustments.  Given the
proposed terms for the company's preferred stock, Moody's views
the securities as fifty percent debt for analytic purposes, and
adjusts the company's financial statements accordingly.  The
preferred securities are expected to be perpetual and non-
callable, and be prevented from receiving any cash interest or
other cash distributions until such time as all senior debt has
been repaid.

The ratings are supported by the company's diverse product
offering, strong organic growth characteristics, portfolio of
strong brand names which are sold to retail and food service
customers, good returns on assets, and fairly diverse customer
base.

The acquisition will strengthen Best Brands' position in the
specialty bakery products industry, as it brings complimentary
products and offers efficiency improvement opportunities.

The stable outlook reflects Moody's expectation that Best Brands
will steadily improve its profitability, largely offsetting
historically-high sugar and fuel costs with expected cost savings
and synergies related to the acquisition.

While free cash flow generation is expected to be modest,
financial leverage should meaningfully decline due to improved
EBITDA.  Upward rating pressure would result from sustained
improvement in profitability and cash flows, such that EBITA
margin approaches 8%, EBIT/interest exceeds 2x, and debt/EBITDA
falls below 5x.  Downward pressure would result from EBITA margins
declining below 5.5%, or should EBIT/interest remain below 1.5x
and Debt/EBITDA remain above 6x at the end of 2007.

The $30 million revolving credit facility and $170 million Term
Loan B are secured by a first-priority lien on all assets,
including all capital stock of the borrower and its direct and
indirect domestic subsidiaries and 65% of the voting and 100% of
the non-voting stock of its first tier foreign subsidiaries.

The $75 million second lien Term Loan benefits from a second
priority lien on the same collateral.  Both the revolving credit
facility and the term loans will have guarantees from the parent,
Value Creation Partners, Inc, and from each direct and indirect
domestic subsidiary.

Loss Given Default Assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock - in accordance
with Moody's Loss-Given-Default rating methodology that was
initially implemented in September 2006.  Moody's opinion of
expected loss are expressed as a percent of principal and accrued
interest at the resolution of the default, with assessments
ranging from LGD1 (loss anticipated to be 0% - 9%) to LGD6 (loss
anticipated to be 90% - 100%).

Headquartered in Minnetonka, Minnesota, Best Brands Corporation  
is a leading manufacturer and distributor of specialty bakery
products in the US, with proforma revenues for 2006 expected to
exceed $500 million.


BEXAR COUNTY: Moody's Holds Low-B Ratings on $21.9-Mil. Bonds
-------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on the Bexar
County Housing Finance Corporation $11.9 million Multifamily
Housing Revenue Bonds Series 2001A and also affirmed the B3 on the
$210,000 Series 2001 C.

The rating affirmation is based upon Moody's review of financial
statements for 2005, interim financial statements and occupancy
reports from management.  The negative outlook has also been
affirmed, a declining occupancy forecast, and a rent growth
forecasts below inflation.

Legal security:

   -- The bonds are limited obligations payable solely from the
      revenues, receipts and security pledged in the Trust
      Indenture.

Credit strengths:

   -- Fully funded debt service reserve funds as of Nov. 14, 2006.

Credit challenges:

   -- Thin debt service coverage levels of 1.0x (2001A) and 0.98x
      (2001C) for the most recent audited fiscal year

   -- Physical occupancy is very low at 76.6%

   -- Occupancy the submarket is forecasted to decline in 2007

   -- Rent growth in the submarket is forecasted at 1.6% for 2007

   -- The Series 2001 C debt service fund was under funded by
      over $3,739 as of Nov. 14, 2006

Recent developments:

Debt service coverage levels for the full year 2005 were a barely
sufficient 1.0x for the 2001A and 0.98x for 2001C.  Occupancy is
also notably low with a physical occupancy in October 2006 of
76.6%.  However, some of these units were offline due to fire
damage so it is expected that occupancy will increase in the near
term.  The financial stress the project is facing is also evident
in the debt service fund of the Series 2001C bonds being
underfunded by approximately $3,739.

Market data provided by Torto Wheaton Research indicate that
multi-family occupancy for the subject's submarket for 2006 is
93.2%.  TWR forecasts that occupancy in the submarket will decline
to 91.3% in 2007 and 2008.

Additionally, TWR forecast rent growth will be a slow 1.6% in
2007.  Moody's believes that the thin debt service coverage for
the 2001A bonds is reflected in the B1 rating and the B3 rating
for the 2001C bonds is appropriate due to the under funded debt
service fund.

Outlook:

The outlook for the bonds is negative based upon a submarket that
is forecasted to have occupancy declines and slow rent growth in
2007 and under funding of the 2001C debt service fund.


BRICKMAN GROUP: Partners' Sale Cues Moody's Negative Review
-----------------------------------------------------------
Moody's placed the ratings of the Brickman Group, Ltd. under
review for possible downgrade.

The ratings placed under review include, its Ba3 corporate family
rating and probability of default rating, the Baa3 rating on its
senior secured bank credit facility, and the Ba3 rating on its
senior subordinated notes, after the report that the Chicago-based
CVIC Partners is selling its 36% stake in the company to Leonard
Green Partners.

The review is prompted by concerns the proposed transaction may
lead to increased financial leverage at Brickman.

Currently, the Brickman family owns 54% of the company, non-family
members of management own 10%, and CVIC Partners, one of the
original investors from 1998, owns 36%.

The forthcoming review will focus on the company's pro-forma
financial leverage and financial policy, and the company's
operating outlook.

The current Ba3 corporate family rating reflects concerns over the
company's significant financial leverage that resulted from the
company's last leveraged recapitalization in 2002, offset by
Brickman's scale and leading position within the commercial
landscape maintenance business, its robust recurring revenue
stream, high customer renewal rates, and healthy growth outlook.

Headquartered in Langhorne, Pennsylvania, and dating back to 1939,
The Brickman Group, Ltd. is one of the providers of commercial
landscape maintenance services in the United States.


C-BASS: S&P Lowers Rating on Three Transactions
-----------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from three C-BASS transactions.  The ratings remain on
CreditWatch with negative implications, where they were placed on
Oct. 12, 2006.

In addition, the remaining classes from the three transactions are
affirmed.

The lowered ratings and continuing CreditWatch placements are the
result of realized losses that have exceeded excess spread.  The
failure of excess spread to cover monthly losses has resulted in a
continuous erosion of overcollateralization.  Excess spread has
declined due to the rise in LIBOR since the issuance of the
transactions.

As of the October 2006 distribution date, overcollateralization
was below its target balance by approximately 60% for series 2002-
CB1, 50% for series 2002-CB5, and 20% for series 2002-CB6.  
Serious delinquencies range from 11.07% to 29.49% of the current
pool balances, and cumulative realized losses range from 2.87% to
6.02% of the original pool balances.  The transactions have paid
down to less than 14% of their original issuance amounts.

In addition, series 2002-CB5 and 2002-CB6 have fully stepped down.

Standard & Poor's will continue to monitor the performance of
these transactions.  If delinquencies continue to translate into
realized losses that exceed monthly excess interest, further
negative rating actions can be expected.

Conversely, if excess interest covers monthly losses and
overcollateralization levels build toward their target balances,
Standard & Poor's will affirm the ratings and remove them from
CreditWatch.

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

The 2002-CB1 pool initially consisted of performing,
subperforming, reperforming, conventional, subprime, fixed- and
adjustable-rate mortgage loans.  The 2002-CB5 and 2002-CB6 pools
initially consisted of performing and subperforming,  
conventional, subprime, fixed- and adjustable-rate mortgage  
loans.  The mortgage loans are secured mainly by first liens on
one- to four-family residential properties.  Mortgage loans
secured by second liens make up a small percentage of the mortgage
pools.
     
         Ratings Lowered And Remaining On Creditwatch Negative
   
                          2002-CB1 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2002-Cb1
                          
                                     Rating
                                     ------  
            Series     Class   To               From
            ------     -----   --               ----    
            2002-CB1   B-2     B/Watch Neg      BB/Watch Neg

                          2002-CB5 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2002-Cb5

                                     Rating
                                     ------  
            Series     Class   To               From
            ------     -----   --               ----    
            2002-CB5   B-1     BBB/Watch Neg    A/Watch Neg
    
                          2002-CB6 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2002-Cb6

                                     Rating
                                     ------  
            Series     Class   To               From
            ------     -----   --               ----   
            2002-CB6   B-3     B/Watch Neg      BB+/Watch Neg
    
                         Ratings Affirmed
      
                          2002-CB1 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2002-Cb1

            Series      Class                  Rating  
            ------      -----                  ------   
            2002-CB1    M-1                    AAA
            2002-CB1    M-2                    A+
            2002-CB1    B-1                    BBB

                          2002-CB5 Trust    
C-Bass Mortgage Loan Asset-Backed Certificates Series 2002-Cb5

            Series      Class                  Rating  
            ------      -----                  ------   
            2002-CB5    AF-3, AV-2, M-1, M-2   AAA
    
                          2002-CB6 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2002-Cb6

            Series      Class                  Rating  
            ------      -----                  ------
            2002-CB6    M-1                    AA
            2002-CB6    M-2F, M-2V             A   
            2002-CB6    B-1                    BBB+
            2002-CB6    B-2                    BBB-


CALPINE CORP: Appoints Lisa Donahue as Chief Financial Officer
--------------------------------------------------------------
Calpine Corporation's Board of Directors appointed Lisa J. Donahue
as the company's chief financial officer effective November 2006.

Ms. Donahue replaces Scott J. Davido, who will continue to serve
as the company's executive vice president and chief restructuring
officer.  To the extent necessary, the company will seek approval
of the appointment of Ms. Donahue from the U.S. Bankruptcy Court.

In a regulatory filing with the Securities and Exchange
Commission, the Company disclosed that Ms. Donahue will remain a
managing director of each of AlixPartners and AP Services LLC,
while serving as the company's Chief Financial Officer.

AP Services, LLC, has been retained by the Company in connection
with its Chapter 11 restructuring.

Ms. Donahue's services as chief financial officer are provided to
the company pursuant to an Agreement, dated Nov. 29, 2005.  Under
the Services Agreement, Ms. Donahue charges $650 per hour for her
services as chief financial officer.  Ms. Donahue will be
independently compensated as a managing director of each of AP
Services and its affiliate, AlixPartners, pursuant to arrangements
between AP Services and AlixPartners.

The Services Agreement also provides for payment of a one-time
success fee to AP Services upon the company's emergence from
Chapter 11.  Fees and expenses incurred by the company under the
Services Agreement from Nov. 29, 2005, through Sept. 30, 2006,
totaled approximately $20,000,000, Calpine disclosed.

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


CALPINE CORP: Wants $100-Mil. Goldendale Bid Procedures Approved
----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the Southern District of New York to approve uniform
bidding procedures that will govern the proposed sale of
Goldendale Energy Center LLC's south-central Washington facility
to Puget Sound Energy, Inc. for $100,000,000.

Debtor Goldendale Energy and PSE, has entered into a membership
interests purchase agreement for the sale of the 277-megawatt
Goldendale Facility to PSE.

Pursuant to the Purchase Agreement, PSE has agreed to purchase
all of Goldendale's interests in the Facility for $100,000,000,
subject to higher and better offers through an auction process.

The Agreement also contemplates a creation of a limited liability
company to be wholly owned by PSE, which will be formed
immediately before the Closing.  The New LLC will own and control
all acquired assets.

The Acquired Assets include:

   (a) All real property owned by Goldendale, together with all
       of its improvements, structures and fixtures;

   (b) All of Goldendale's rights under easements, rights of way,
       real property licenses and other real property
       entitlements related to the Goldendale real property;

   (c) All equipment, spare parts, machinery, furniture, fixtures
       and other personal property that is used exclusively in
       the Goldendale Facility, located on, or in transit to the
       Facility, and any rights to warranties and licenses
       relating to the Power Plant;

   (d) All rights under sales orders, service agreements,
       customer contracts, including a Rate Schedule FERC No. 2,
       Reactive Supply and Voltage Control from Generation
       Sources Services;

   (e) All rights under outstanding purchase orders, service
       agreements, transmission agreements, leases of personal
       property to the extent pertaining to the Goldendale
       Facility;

       A list of the Assigned Contracts and their proposed Cure
       Amounts is available for free at:   
       http://ResearchArchives.com/t/s?15a6

   (f) All rights under a Farm Lease, dated May 1, 2002, with
       Karl Enyeart, pursuant to which the Debtors lease a
       certain portion of their real property to Mr. Enyeart;

   (g) All inventories of fuel, chemical and gas, supplies and
       materials located at, or in transit to the Facility owned
       by Goldendale on the Closing Date;

   (h) Rights to warranties received from third parties with
       respect to any acquired assets, including equipment,
       intangible property and inventory;

   (i) All rights under permits and authorizations issued by any
       government agency;

   (j) Copies of all Business Records;

   (k) All of Goldendale's right, title and interest in and to
       the Power Plant;

   (l) Any computer software or systems, inventions, proprietary
       processes, patents, copyrights, trade secrets owned by
       Goldendale and used exclusively in the Facility, including
       rights to the names "Goldendale Energy Center,"
       "Goldendale Power" and "Goldendale Power Project;" and

   (m) All rights to claims, refunds or adjustments, and all
       rights to insurance proceeds with respect to the acquired
       assets, to the extent relating to the assumed liabilities.

The Excluded Assets consist of, among others, all of Goldendale's
accounts and notes receivables as of the Closing Date, certain
information technology equipment located at the Power Plant,
MAXIMO computerized maintenance software, PI server software,
intracompany service contracts, transportation services
agreements with Northwest Pipelines Corporation, and all amounts
owed by Goldendale to Bonneville Power Administration or the
Public Utility District No.1 Klickitat County, Washington.

The Assumed Liabilities include all of Goldendale's liabilities
and obligations under the Assumed and Assigned Contracts,
Permits, Transaction, and real or personal Taxes relating to the
Acquired Assets.

Goldendale will retain all liabilities and obligations that are
not Assumed Liabilities, including those with respect to accounts
payable arising in connection with the Acquired Assets in
existence on the Closing Date, and liabilities solely arising in
connection with Excluded Assets.

PSE has deposited $3,750,000, into an escrow account.  Upon entry
of a sale order, PSE will deposit an additional $3,750,000 to the
escrow account.

The Debtors propose to pay $373,680 to the state of Washington
Department of Revenue before the Closing in full and complete
satisfaction of a disputed sales and use tax.

A full-text copy of the 153-page PSE Agreement is available for
free at http://ResearchArchives.com/t/s?15a7

                        Bidding Procedures

To maximize the value to be realized by the Debtors' estates from
the sale of the Goldendale Facility, the Debtors will subject the
proposed sale of the Facility to a market test through an
auction.

The uniform bidding procedures that will govern the proposed
Goldendale Facility Sale:

   (1) To be deemed a "Qualifying Bidder," each interested
       parties must deliver to Goldendale Energy Center, the
       Official Committee of Unsecured Creditors, the Official
       Committee of Equity Security Holders and the Unofficial
       Committee of Second Lien Debtholders, a written offer no
       later than 5:00 p.m., on Jan. 29, 2007.

   (2) The written offer must, among other things, state that the
       Bidder is financially capable to consummate the
       transactions contemplated by a modified APA and must state
       that the Bidder's offer is irrevocable until the Closing
       of the Sale.  The written bid must not seek for the Bidder
       to be entitled to any transaction or break-up fee, or
       expense reimbursement.

   (3) A Qualifying Bid must be accompanied by a $7,800,000
       deposit.

   (4) If more than one Qualifying Bids are received, Goldendale
       Energy will conduct an auction on Feb. 5, 2007, at the
       offices of Kirkland & Ellis LLP, at the Citigroup Center,
       at 153 East 53rd Street, in New York.

   (5) If Goldendale accepts an offer from a bidder other than
       PSE, it will pay an amount equal to 2.5% of the Purchase
       Price to PSE.  The Break-Up Fee will constitute an allowed
       administrative expense claim against Goldendale.

   (6) For a Bid to be considered a Qualifying Bid, it must
       create a value to the Goldendale Facility that is more
       than the aggregate of the Purchase Price, the Break-Up
       Fee, and $1,100,000.  Each overbid increment must create a
       value in an amount at least $500,000 higher than the
       previous bid.

   (7) If no other Qualifying Bids are timely received, a hearing
       to approve the proposed sale to PSE will take place on
       Feb. 7, 2007.

Bennett L. Spiegel, Esq., at Kirkland & Ellis, LLP, in New York,
asserts that the proposed Break-Up Fee is reasonable and
appropriate, in light of the size and nature of the proposed sale
transaction and comparable transactions, the commitments that
have been made and the efforts that have been and will be
expended by PSE.

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)


CARRAWAY METHODIST: Administrator Amends Creditors' Committee
-------------------------------------------------------------
J. Thomas Corbett, Esq., Chief Deputy Bankruptcy Administrator for
the U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, amended the composition of Carraway Methodist
Health Systems and its debtor-affiliates' Official Committee of
Unsecured Creditors.

Church and Stagg Office Supply Co. Inc. was removed from the
Committee, bringing the number of members to six.

The amended members of the Committee are:

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

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

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

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

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

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

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

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


CARRAWAY METHODIST: Bradley Arant Approved as Bankruptcy Counsel
----------------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama in Birmingham authorized Carraway
Methodist Health Systems and its debtor-affiliates to employ
Bradley, Arant, Rose & White as their bankruptcy counsel.

As reported in the Troubled Company Reporter on Sept. 29, 2006,
Bradley Arant will:

    a. give the Debtors legal advice with respect to their duties
       as debtors-in-possession in the continued operation of
       their businesses and management of their assets;

    b. prepare, on behalf of the Debtors, necessary motions,
       applications, answers, contracts, reports and other legal
       documents;

    c. perform any and all legal services on behalf of the Debtors
       arising out of or connected with the bankruptcy
       proceedings;

    d. perform other legal services for the Debtors including, but
       not limited to, work arising out of labor, tax,
       environmental, corporate, litigation and other matters
       involving the Debtors;

    e. advise and consult with the Debtors for the preparation of
       all necessary schedules, disclosure statements and plans of
       reorganization; and

    f. perform all other legal services required by the Debtors in
       connection with the Debtors' chapter 11 cases.

Patrick Darby, Esq., a partner at Bradley Arant, told the Court
that the Firm's professionals bill:

         Professional                    Hourly Rate
         ------------                    -----------
         Partners                        $230 - $515
         Associates                      $155 - $325
         Legal Assistants                $110 - $180

Mr. Darby assured the Court that the firm is disinterested
pursuant to Section 101(14) of the Bankruptcy Code.

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


CATHOLIC CHURCH: HR&A Employment Hearing Continues on Nov. 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon approves the
increase on Hamilton Rabinovitz & Alschuler, Inc.'s fee cap, from
$100,000 to $135,000 in the aggregate, effective retroactively to
May 21, 2006, without prejudice to additional increases.

Additional increase to HR&A's fee cap is subject to further Court
approval, at the firm's request.  No further increase on HR&A's
fee cap will be granted on a retroactive basis.

The Court will continue the hearing on the Archdiocese of Portland
in Oregon's request to expand the scope of HR&A's services on
November 27, 2006, at 3:00 p.m.  The Court will consider whether:

   * the scope of HR&A's appointment as an independent expert
     should be expanded to include services relating to the
     estimation and valuation of present child sexual abuse tort
     claims; and

   * HR&A's cap on fees should be increased to an amount in
     excess of $135,000 in the aggregate.

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: Portland Wants R. Dandar's $1MM Claim Disallowed
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon to disallow Claim No. 291
asserted by Ronald Dandar for $1,000,000.

Mr. Dandar's Claim relates to a complaint for sexual abuse he
filed with the Superior Court for Civil Action in the Commonwealth
of Massachusetts against James Porter, a priest in the Diocese of
Fall River in Massachusetts, and other defendants.

Mr. Dandar obtained a judgment of default from the Massachusetts
court against Fr. Porter and other defendants, including the Fall
River Diocese and its bishop.

Mr. Dandar, in recent court filings, has sought and obtained
approval from the Bankruptcy Court to amend his Claim to include
new allegations.  Mr. Dandar alleges that:

   * he was sexually abused by a different priest -- Fr. David
     Hazen; and

   * the abuse occurred in Oregon.

Tiffany A. Harris, Esq., at Schwabe, Williamson & Wyatt, P.C., in
Portland, Oregon, relates that the sexual acts committed by Fr.
Hazen against Mr. Dandar occurred at St. Pius X Church and Sacred
Heart Catholic Church.  

Both St. Pius X and Sacred Heart belong to the Diocese of Baker,
Ms. Harris notes.  Hence, the Archbishop of Portland lacks the
authority to make personnel or policy decisions or otherwise
intervene in the internal management or administration of the
parishes located within the jurisdictional boundaries of the
Diocese of Baker or other dioceses located outside of the
jurisdictional boundary of Portland, Ms. Harris contends.  

Portland's Archbishop has no power to supervise or discipline
priests within the Diocese of Baker, Ms. Harris adds.  To the
extent that Fr. Hazen served in parishes within the Baker
Diocese, Portland's Archbishop did not have the authority to
supervise or control his activities in St. Pius X, Sacred Heart,
or any other parish within the Baker Diocese, Ms. Harris asserts.

Moreover, Mr. Dandar's Claim is barred not only by the total
absence of legal liability for alleged abuse committed outside of
Portland's jurisdiction and control, but by the statute of
limitations as well, Ms. Harris argues.  

Mr. Dandar cannot proceed with his Amended Claim under Section
12.117 of the Oregon Revised Statutes because he knew or should
have known of the existence of his claim by February 1994, when he
prosecuted his case before the Massachusetts court, Ms. Harris
points out.  Mr. Dandar waited an additional 11 years to bring the
claim against Portland.  The delay was unreasonable as a matter of
law, she adds.

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)


CBA COMMERCIAL: Fitch Rates $1-Mil. Class M-5 Certificates at BB+
-----------------------------------------------------------------
Fitch rates CBA Commercial Assets Small Balance Commercial
Mortgage, Series 2006-2, commercial mortgage pass-through
certificates:

      -- $110,419,000 class A 'AAA';
      -- $130,480,369 Class X-1(*) 'AAA';
      -- $3,751,000 Class M-1 'AA';
      -- $4,893,000 Class M-2 'A-';
      -- $2,773,000 Class M-3 'BBB';
      -- $2,283,000 Class M-4 'BBB-';
      -- $1,142,000 Class M-5 'BB+';
      -- $2,610,000 Class M-6 'NR';
      -- $1,142,000 Class M-7 'NR'; and,
      -- $1,467,369 Class M-8 'NR'.

      (*)Notional Amount and Interest-only

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are
294 fixed- and floating-rate loans having an aggregate principal
balance of approximately $130,480,369 as of the cutoff date.


CENTENNIAL COMMS: Selling Dominican Republic Business for $80 Mil.
------------------------------------------------------------------
Centennial Communications Corp. has concluded its review of
strategic and operational alternatives for its Dominican Republic
operations and entered into a definitive agreement to sell its
wholly owned subsidiary, All America Cables and Radio, Inc., to
Trilogy International Partners for approximately $80 million in
cash.

The transaction is expected to close towards the end of the first
calendar quarter of 2007, subject to the satisfaction of customary
closing conditions including regulatory approval for the transfer
of Centennial Dominicana's telecommunications concession.

Centennial Dominicana operates an integrated wireless and
broadband network that served approximately 388,900 wireless
subscribers as of Aug. 31, 2006.  Adjusted operating income and
capital expenditures attributable to Centennial Dominicana for the
fiscal year ended May 31, 2006 were both approximately
$11 million.

"This business has been a solid performer for Centennial during
the last six years, and we continue to believe the Dominican
Republic is an attractive and growing market," said Michael J.
Small, Chief Executive Officer of Centennial.  "Additional
investment in this operation was not consistent with our renewed
commitment to deleveraging, and we believe that monetizing our
Dominican Republic asset at this time was the best alternative for
our shareholders."

"We are excited to add Centennial Dominicana to our portfolio of
wireless investments," said Brad Horwitz, President and CEO of
Trilogy International Partners.  "We are convinced that there are
significant opportunities for growth in the Dominican Republic's
wireless market and we look forward to working with Centennial
Dominicana's staff to support their efforts to expand the system's
coverage area and to attract subscribers."

Waller Capital Corporation, a telecommunications-focused
investment bank, served as exclusive financial advisor to
Centennial on this transaction.  Trilogy International's exclusive
financial adviser was Deutsche Bank Securities, Inc.

                           About Trilogy

Based in Bellevue Washington, Trilogy International Partners LLC,
is a privately held company that owns controlling interests in
Nuevatel (PCS de Bolivia S.A.) and Communication Cellulaire
d'Haiti S.A., prominent providers of wireless fixed and mobile
telephony services in Bolivia and Haiti.  The members and
executive management of Trilogy International include the founders
of Western Wireless International Corporation, Western Wireless
Corporation, and Voicestream.

                 About Centennial Communications

Headquartered in Wall, New Jersey, Centennial Communications
Corporation -- http://www.centennialwireless.com/-- provides  
wireless communications with cellular licenses covering smaller
markets in the central United States.  Centennial also offers
personal communications services in the Caribbean, as well as
wireline and wireless broadband services.  It operates as a
competitive local-exchange carrier in Puerto Rico, offering
traditional and Internet-based phone service.  Centennial sold its
Puerto Rican cable operations in 2004.  Venture capital firm
Welsh, Carson, Anderson & Stowe (54%) and a unit of the Blackstone
Group (24%) are Centennial's controlling shareholders.

At Aug. 31, 2006, Centennial's balance sheet showed $1,433,497,000
in total assets and $2,498,651,000 in total liabilities resulting
in a $1,065,154,000 stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Jul. 3, 2006,
Fitch assigned Centennial Communications Corp.'s issuer default
rating at 'B-' and senior unsecured notes rating at 'CCC/RR6'.
The rating outlook is stable.


CENTRIX FIN'L: Court Sets January 11 Hearing on Sale of All Assets
------------------------------------------------------------------
The Honorable Elizabeth E. Brown of the U.S. Bankruptcy Court for
the District of Colorado will convene a hearing  at 9:00 a.m.,
Mountain Time, on Jan. 11, 2006, to consider the sale of
substantially all of Centrix Financial LLC and its debtor-
affiliates' assets.  The hearing will be held at Courtroom C501,
Byron Rogers Courthouse, 1929 Stout Street, in Denver, Colorado.

Kendrick CF Acquisition Inc., pursuant to an Oct. 13, 2006 asset
purchase agreement with the Debtors, submitted a bid, which
includes a credit bid of secured indebtedness owed to Falcon
Mezzanine Partners II LP plus interest at the non-default rate and
reasonable costs and fees.

A hearing considering challenges to Kendrick's right to the credit
bid amount will be held on Dec. 8, 2006.

To participate in the auction, interested parties must submit
their bid no later than 5:00 p.m. on Jan. 8, 2007, providing
consideration in an amount equal to:

   a) the amount of all Falcon Claims used as a credit bid by the
      Bankruptcy Court;

   b) any outstanding obligations of the Debtors under any debtor-
      in-possession financing facility approved by the Bankruptcy    
      Court;

   c) the assumption of the liability of the Debtors under their
      key employee retention plan;

   d) cash sufficient to add to the Debtors' cash at closing such
      that $5,000,000 remains with the Debtors to pay for
      administrative expenses; and

   e) a termination fee payable to Kendrick equal to $300,000 plus
      Kendrick's reasonable expenses, which will not exceed
      $200,000.

Competing bids must also accompany a $1,000,000 good faith deposit
in immediately available funds and provide for payment in full and
in cash of any outstanding DIP obligations and termination fee.

Objections to the Sale Motion must be filed with the Court by
4:00 p.m., Eastern Time, on Jan. 4, 2007, and served upon:

   a) Counsel to the Debtors:

      Craig D. Hansen, Esq.
      Squire, Sanders & Dempsey LLP
      Suite 2700
      Two Renaissance Square
      40 North Central Avenue
      Phoenix, AZ 85004-4498
  
   b) Counsel to Falcon:

      Kevin J. Burke, Esq.
      Cahill Gordon & Reindel LLP
      80 Pine Street
      New York, NY 10005

   c) Counsel to Everest Reinsurance Holdings Inc.:

      David McClain, Esq.
      McClain, Maney & Patchin PC
      Suite 3100
      711 Louisiana
      Houston, TX 77002
  
   d) Counsel for the Official Committee of Unsecured Creditors:

      Michael P. Richman, Esq.
      John A. Simon, Esq.
      Foley & Lardner LLP
      90 Park Avenue  
      New York, NY 10016

   e) United States Trustee:

      Joanne Speirs, Esq.
      Office of the U.S. Trustee
      District of Colorado
      Suite 1551
      999, 18th Street
      Denver, Colorado 80202

Any party considering submitting a competing bid and desiring to
pre-qualify as an approved underwriter must submit no later than
Dec. 5, 2006, all of the information and materials required in the
auction protocol available on the KCC Web site to Everest National
Insurance Company.

Everest National will notify the Debtors and the Creditors
Committee by Jan. 2, 2007, which prospective competing bidders, if
any, Everest National would designate as approved underwriters for
purposes of servicing the approximately $1,800,000,000 in sub-
prime automobile loans currently being serviced by the Debtors.

Any objections to Everest National's determination of whether a
prospective competing bidder is an approved underwriter must be
filed by January 5, 2007.

Copies of the Asset Purchase Agreement and other related documents
can be accessed at Kurtzman Carson Consultants LLC's Web site at
http://kccllc.net/centrixfinancial/  

                      About Centrix Financial

Headquartered in Reno, Nevada, Centrix Financial LLC provides
subprime auto loans.  Centrix and its affiliates filed separate
Chapter 11 petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead
Case No. 06-50631).  CMGN LLC, one of the affiliates, filed its
Chapter 11 petition on Sept. 4, 2006 (Bankr. Dist. Nev. Case
No:06-50631).

Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, subsequently
filed involuntary chapter 11 petition against the Debtors on
Sept. 15, 2006 (Bankr. Dist. Colo. Case No:06-16403)  The
Creditors assert they are owed more than $4.6 million.  Lee M.
Kutner, Esq., at Kutner Miller, P.C., and David von Gunten, Esq.,
at Von Gunten Law LLC, represent the creditor petitioners.

The Debtors' cases has been consolidated and transferred on
Sept. 27, 2006 (Bankr. Dist. Colo. Case No: 06-16791)  Craig D.
Hansen, Esq., in Phoenix, Arizona and Elizabeth K. Flaagan, Esq.,
in Denver, Colorado, represent the Debtors.


CKE RESTAURANTS: Good Performance Cues Moody's to Revise Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of CKE Restaurants,
Inc. and changed the outlook to positive from stable.

The change in outlook reflects CKE's improved operating
performance and stronger credit metrics driven by the relatively
stable operating performance of Carl's Jr., improved operating
performance of Hardees, lower restaurant operating costs, and
reduced debt levels.

The ratings are also supported by the company's reasonable scale,
multiple concepts, and diversified day part.  However, the ratings
also incorporate the challenges of continuing the turnaround at
Hardees while maintaining the operating performance at Carl's, in
addition to addressing the difficulties at La Salsa.

Moody's also remains concerned with transaction patterns at all of
CKE's concepts, which remain relatively weak.  The ratings and
outlook also anticipate that CKE will successfully address the
near term expiration of its revolving credit facility by obtaining
a secure source of alternate liquidity.

Ratings affirmed:

   -- Corporate family rating rated B1

   -- Probability of default rating rated B1

   -- $230 million, graduated 1st lien senior secured term loan
      B, due July 2, 2008, rated Ba2, LGD2, 29%

   -- $150 million, graduated 1st lien senior secured revolver,
      due May 2007, rated Ba2, LGD2, 29%

   -- $105 million, 4% convertible subordinated notes, due
      Oct. 1, 2023, rated B3, LGD6, 95%

The outlook was changed to positive from stable.

Headquartered in Carpinteria, California, CKE Restaurants, Inc.
owns, operates, and franchises, approximately 3,160 quick-service
and fast casual restaurants.  For the last twelve month period
ending Aug. 2006, the company generated revenues of about
$1.6 billion and operating income of approximately $108 million.


COIN BUILDERS: Judge Utschig Approves Chapter 7 Conversion
----------------------------------------------------------
The Honorable Thomas S. Utschig of the U.S. Bankruptcy Court for
the Western District of Wisconsin has converted the Chapter 11
case of Coin Builders, LLC, into a liquidation proceeding under
Chapter 7 of the Bankruptcy Code.  Michael E. Kepler was appointed
as Chapter 7 Trustee.

The Official Committee of Unsecured Creditors asked for the
conversion of the Debtor's case pursuant to Sections 1112(b)(4)(A)
and (J) of the Bankruptcy Code because:

     a) the Debtor's operating reports indicate a continuing loss
        to or diminution of the estate and the absence of a
        reasonable likelihood of a rehabilitation of its business;
        and

     b) the Debtor has failed to file a disclosure statement, and
        to file or confirm a plan. within the time provided by
        Section 1121(d).

                       About Coin Builders

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that   
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  Claire Ann Resop, Esq., at Brennan,
Steil & Basting, S.C., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COIN BUILDERS: Chapter 7 Trustee Hires Kepler & Peyton as Counsel
-----------------------------------------------------------------
The U.S Bankruptcy Court for the Western District of Wisconsin has
authorized Michael E. Kepler, the Chapter 7 Trustee appointed in
Coin Builders, LLC's bankruptcy case, to employ Kepler & Peyton as
his counsel.

The Chapter 7 Trustee needs a counsel who will perform legal work
to recover assets and set aside avoidable preferences or
fraudulent conveyances.  In this engagement, Kepler & Peyton will:

     a) investigate fraudulent conveyances and possible sale of
        physical assets belonging to the Debtor;

     b) examine all claims made against the estate and to take
        steps as may be warranted to challenge inappropriate
        claims;

     c) examine the Debtor's security agreement to determine
        whether they may be challenged and as such recovered; and

     d) advise the trustee with regard to recovery of other assets
        and defend the estate's assets.

Kepler & Peyton will charge at a rate of $225 per hour for its
services.

To the best of the Chapter 7 Trustee's knowledge, Kepler & Peyton
does not hold any interest adverse to the Debtor's estate.

Kepler & Peyton can be reached at:

        Kepler & Peyton
        Suite 202
        634 West Main Street
        Madison, WI 53703
        Phone:(608) 257-5424   

                   About Coin Builders

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that   
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  Claire Ann Resop, Esq., at Brennan,
Steil & Basting, S.C., represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COMPLETE RETREATS: Court OKs Increase in Patriot's Holdback Amount
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Complete Retreats LLC and its debtor-affiliates to
further amend their debtor-in-possession financing agreement with
Ableco Finance LLC, with regards to The Patriot Group LLC's
holdback amount.

Accordingly, the Debtors and Patriot agree to these amendments in
the Ableco DIP Agreement:

   (1) The holdback, or the portion of the prepetition amount
       owed to Patriot as to which repayment will be deferred,
       will be increased from $2,000,000 to $3,500,000;

   (2) Patriot will be entitled to a Holdback Exit Fee equal to
       the difference between $875,000 and the interest accruing
       on the Holdback from the date of the Ableco DIP Facility
       Closing through the date of payment of the Holdback.

       If any portion of the Holdback is repaid to Patriot by the
       Debtors on or before November 30, 2006, the Holdback Exit
       Fee will be reduced by an amount equal to 20% of the
       principal portion of the Early Holdback Repayment for a
       maximum $700,000 potential reduction in the Holdback Exit
       Fee; and

   (3) Subject only to the Carve-out, no fees or expenses of any
       professionals retained by the Debtors or the Official
       Committee of Unsecured Creditors will be paid until the
       Holdback, its interest, and the Holdback Exit Fee have
       been paid in full.

"The additional liquidity afforded by these proposed
modifications to the [Ableco DIP Order] will allow [the Debtors]
to finish their review of investor or purchaser proposals and to
facilitate and consummate their prompt exit from bankruptcy,"
Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
says.

"If the Ableco DIP Financing Facility were consummated without
these modifications, which Ableco Finance, LLC, has not been
willing to do in any event, [the Debtors] would not be able to
fund their operations, including payroll, in the short run and
may not be able to continue as a going concern for more than a
few weeks," Mr. Daman adds.

Mr. Daman points out that the proposed changes are consistent
with the terms of the Ableco DIP Order, which provides that "the
Holdback shall be amended to mean $2,000,000 or such greater
amount as may agreed to by Patriot."

              Debtors File Updated Cash Flow Forecast

In connection with their proposed amendment to the Ableco DIP
Order, the Debtors delivered to the Court a 10-week budget ending
December 29, 2006.

A full-text copy of the 10-Week Budget is available for free at:

      http://bankrupt.com/misc/T&H_Ableco_10wkbudget.pdf

                Previous Ableco DIP Pact Amendment

The Debtors previously obtained Court authority to amend its
DIP Agreement with Ableco.  

Pursuant to that previous amendment, Ableco agreed to lend the
Debtors an additional $2,000,000 so that the Ableco DIP Financing
Facility would now provide up to a total loan of $82,000,000.  
Ableco also agreed to reduce certain required reserves on
availability by approximately $4,000,000.

In exchange for the additional liquidity, the Debtors agreed to
modify the Ableco DIP Facility so that $5,000,000 of the DIP loan
would have a higher interest rate than the remaining portion.

The Honorable Alan H.W. Shiff authorized the Debtors to:

   -- incur postpetition indebtedness up to an aggregate
      principal amount of $82,000,000;

   -- pay interest with respect to a $5,000,000 portion of the
      Ableco DIP Facility term loan portion at a rate of 20% per
      annum;

   -- amend the definition of the term "Borrowing Base" and the
      release of certain reserves to provide the Debtors with
      approximately $4,000,000 of incremental liquidity; and

   -- amend the definition of "Holdback" to mean $2,000,000 or a
      greater amount as may be agreed to by Patriot.

In addition, the Court permitted Ableco, in its sole discretion,
to advance funds or other extensions of credit in excess of any
Budget, Budget Amount, Material Deviation formulae, or other
terms and conditions, provided that the principal amount of those
advances will not exceed $82,000,000.

The Court, as reported in the Troubled Company Reporter on Nov. 1,
2006, authorized the Debtors to borrow up to $80,000,000 from
Ableco as administrative and collateral agent, and certain other
lenders, on a final basis.

A full-text copy of the Final DIP Order on the Ableco DIP
Financing Facility is available for free at:

                http://researcharchives.com/t/s?143f  

                     About Complete Retreats

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

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


COMMUNICATIONS CORP: Hires CobbCorp LLC as Broker
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana in
Shreveport has authorized Communications Corporation of America,
White Knight Holdings, Inc. and their debtor-affiliates to employ
CobbCorp, LLC, as their broker.

CobbCorp will assist the Debtors in soliciting purchase offers for
certain of their television stations.  CobbCorp will hold the
exclusive right to sell the TV stations for stock, assets or any
other basis acceptable to the Debtors and approved by the Court.
The Debtors are selling these assets in order to reduce the amount
of their secured indebtedness.

As compensation, CobbCorp will receive a commission rate equal to
$290,000 for the first $10 million purchase amount and 1% of the
balance.  The minimum commission fee is $100,000.

Brian E. Cobb at CobbCorp assures the Court that his firm does not
hold or represent any interest adverse to their estate and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

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


COMMUNICATIONS CORP: Hires Michael Nassif as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
allows Communications Corporation of America, White Knight
Holdings, Inc., and their debtor-affiliates to employ Michael P.
Nassif, Esq., as their special counsel.

Mr. Nassif will:

    a. advise and represent the Debtors with respect to all
       aspects of matters arising from non-compete agreements,
       contracts and commercial matters, including, but not
       limited to, the enforcement of contracts and non-compete
       agreements, and commercial litigation matters;

    b. advise and represent the Debtors with respect to related
       matters as they arise at the Debtors' request;

    c. continue representation of the Debtors for matters pending
       at the time of their bankruptcy filing for which Mr. Nassif
       was already employed and matters which the Debtors sought
       his legal counsel, including proceeding captioned
       Communications Corporations of America, Inc. v. Retention
       Resources, et al., Case No. 2005-25683 in the 164th
       Judicial District Court of Harris County, Texas; and
       Communications Corporation of Texas, Inc. vs. Nexstar
       Broadcasting, Inc. et al. which will be filed in Texas and
       the investigation of potential claims of certain identified
       entities; and

    d. assist the Debtors' reorganization attorneys from time to
       time.

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Mr. Nassif will bill at $170 per hour for this engagement.

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


COPANO ENERGY: Expands Commodity Hedging Portfolio
--------------------------------------------------
Copano Energy, LLC, has expanded its commodity risk management
portfolio through the purchase of Houston Ship Channel Index
natural gas call spread options to hedge a portion of its net
operational short position in natural gas when operating in a
processing mode at its Houston Central Processing Plant.

The call spread options represent the purchase of natural gas call
options and the concurrent sale of natural gas call options with
respect to the same volumes at a higher strike price.  The call
spread options will be settled monthly over a five-year period
beginning January 2007 and ending December 2011.

The company purchased the call spread options on Nov. 21, 2006
from two investment grade counterparties in accordance with its
risk management policy.  These options were implemented as cash
flow hedges to mitigate the impact of increases in natural gas
prices on our Texas Gulf Coast Processing segment.  Copano Energy
paid approximately $9.2 million for the newly-acquired call spread
options.

"We are pleased to have acquired these hedge positions, which we
regard as an extension of our ongoing risk management program,"
said John Eckel, Chairman and Chief Executive Officer of Copano
Energy.

Headquartered in Houston, Texas, Copano Energy, L.L.C. --
http://www.copanoenergy.com/-- is a midstream natural gas company  
with natural gas gathering, intrastate pipeline and natural gas
processing assets in the Texas Gulf Coast region and in Central
and Eastern Oklahoma.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service affirmed its B1 corporate family rating
on Copano Energy, LLC.  At the same time, the rating agency held
its B2 probability-of-default rating on the Company's 8.125%
Senior Unsecured Global Notes due 2016, and attached an LGD5
rating on these notes, suggesting noteholders will experience a
72% loss in the event of a default.


CREDIT SUISSE: S&P Downgrades Rating on Class M-2 Certs. to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-2
from CSFB ABS Trust Series 2001-HE17 to 'BB' from 'BBB'.

Concurrently, the rating on class II-B-3 from loan group II of
Credit Suisse First Boston Mortgage Securities Corp.'s series
2002-10 was lowered to 'B' from 'BB'.

The ratings on both classes remain on CreditWatch, where they were
placed with negative implications on March 10, 2006.  Lastly, the
ratings on 10 classes from these series were affirmed.

The lowered ratings reflect the continued erosion of credit
support for these classes.  

The overcollateralization for series 2001-HE17 has been reduced to
zero because of monthly net losses that have consistently outpaced
monthly excess interest, causing the default of the class B
rating.  Cash flow projections indicate that losses will continue
to outpace excess interest, which will further reduce the credit
support to class M-2.  This transaction had total delinquencies of
39.40% as of the Oct. 2006 distribution period, with cumulative
realized losses of 3.72%.  The transaction is 61 months seasoned
with a pool factor of 10.24%.

Loan group II from series 2002-10 continues to incur losses, with
an average of approximately $48,000 per month for the past six
months.  Since credit support for this loan group is provided by
subordination alone, any realized loss directly reduces the credit
support.

In addition, classes II-B-4 and II-B-5 have already defaulted.
This loan group had total delinquencies of 20.34%, with
approximately three-quarters of that total in the 90-plus days,
foreclosure, and REO delinquency categories as of the Oct. 2006
distribution period, with cumulative realized losses of 0.33%.  
The loan group is 53 months seasoned with a pool factor of 8.94%.

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If losses continue to erode the classes'
credit support, further downgrades can be expected. Conversely, if
losses cease to erode the credit support for these classes, the
rating agency  will affirm the ratings and remove them from
CreditWatch negative.

The collateral for these transactions consists of 30-year, fixed-
or adjustable-rate, first- or second-lien mortgage loans secured
by one- to four-family residential properties.  Credit support is
provided by subordination alone for loan group II from series
2002-10, and overcollateralization and excess interest provide
additional support for series 2001-HE17.

      Ratings Lowered And Remaining On Creditwatch Negative

               CSFB ABS Trust Series 2001-HE17
     Mortgage Pass-Through Certificates Series 2001-HE17

                                Rating
                                ------
                Class     To                From
                -----     --                ----  
                M-2       BB/Watch Neg      BBB/Watch Neg

       Credit Suisse First Boston Mortgage Securities Corp.
  Mortgage-Backed Pass-Through Certificates Series 2002-10, Loan
                           Group II

                                Rating
                                ------
                Class      To             From
                -----      --             ----    
                II-B-3     B/Watch Neg    BB/Watch Neg

                         Ratings Affirmed
                         ----------------
                  CSFB ABS Trust Series 2001-HE17
       Mortgage Pass-Through Certificates Series 2001-He17

               Class                       Rating
               -----                       ------
               A-1, A-2, A-IO              AAA
               M-1                         AA+

       Credit Suisse First Boston Mortgage Securities Corp.
     Mortgage-Backed Pass-Through Certificates Series 2002-10,
                         Loan Group II

               Class                         Rating
               -----                         ------  
               II-A-1, II-X, II-P, II-PP     AAA
               II-B-1                        AA
               II-B-2                        A-


CROWN HOLDINGS: Seeks Noteholders' OK on Additional $200-Mil. Debt
------------------------------------------------------------------
Crown Holdings Inc. commenced a solicitation of consents from
holders of 6-1/4% First Priority Senior Secured Notes due 2011 to
incur an additional $200 million of pari passu first priority
indebtedness.

The Company also want to make certain amendments to the indenture
relating to the Notes dated as of Sept. 1, 2004, among Crown
European Holdings SA, a French societe anonyme, as guarantor and
Wells Fargo Bank N.A. as trustee.

The Proposed Amendments will amend certain provisions contained in
Sections 1.01 and 4.10(b) of the Indenture:

   -- to increase the Company's and its subsidiaries' ability to
      incur indebtedness and liens, and

   -- to make restricted payments, including without limitation,
      redemption, repurchase, or other acquisition or retirement
      of shares of its common stock,

by conforming certain terms and conditions set forth in the
Indenture to the terms and conditions of its other senior debt
agreements.  

Among other things, the Proposed Amendments will allow the Company
to incur an additional $200,000,000 of Pari Passu First Priority
indebtedness secured by the collateral securing the Notes and to
make $100,000,000 of additional restricted payments of any type.

The Consent Solicitation will expire at 5:00 p.m., New York City
time, on Dec. 4, 2006.  The approval of the proposed amendments
requires the consent of holders of at least a majority in
aggregate principal amount of the outstanding Notes.

Philadelphia, Pa.-based Crown Holdings Inc. (NYSE: CCK)
-- http://www.crowncork.com/-- through its affiliated companies,  
supplies packaging products to consumer marketing companies around
the world.

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Crown Holdings Inc.'s balance sheet at Sept. 30, 2006, showed
$7.236 billion in total assets, $7.072 billion in total
liabilities, and $271 million in minority interests, resulting in
a $107 million shareholders' deficit.  The Company had a $236
million deficit at Dec. 31, 2005.


DAVID DUNCAN: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: David Gregory Duncan
        dba Dad's Truck & Auto
        fdba Raceway Auto Sales
        fdba Kokomo Speedway
        1611 East 226th Street
        Cicero, IN 46034

Bankruptcy Case No.: 06-07574

Chapter 11 Petition Date: November 22, 2006

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Total Assets: $1,213,841

Total Debts:  $963,135

Debtor's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Robin A. Duncan               Liability arising          $35,000
214 Ironwood Circle           from property
Noblesville, IN 46062         settlement agreement

American General Financial    Judgment                   $20,700
Services
c/o Bleecker Brodey & Andrews
9247 N. Meridian St., #200
Indianapolis, IN 46260

MidAmerican Radio Group       Judgment                    $9,554
P.O. Box 1970
Martinsville, IN 46151


DELTA AIR: Bondholders to Form Group Backing US Airways Bid
-----------------------------------------------------------
Certain bondholders of Delta Air Lines Inc. plan to organize an
informal group to support US Airways Group Inc.'s $8.9 billion
merger offer, Megan Davies and Paritosh Bansal write for Reuters.

Reuters discloses that smaller unsecured creditors hope to get a
better say in Delta's restructuring process by forming the
informal group.  The group could try to compel Delta to permit US
Airways to set forward an alternative plan if Delta's management
continues pursuing its standalone approach.

Bondholders Deutsche Bank AG and Lehman Brothers Holdings Inc.
were advised to group together to pressure Delta to consider the
US Airways offer and any other deals that could arise, Reuters
says.

Delta's management and larger creditors expressed doubts about the
group's plan to pressure Delta creditors to accept the bid,
according to Reuters.

David Neier, Esq., at Winston and Strawn, told Reuters that if the
new ad hoc committee gets enough bondholders to follow, they could
submit their own plan and seek to have exclusivity terminated.

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.


ENCORE ACQUISITION: Earns $42.1 Million in Quarter Ended Sept. 30
-----------------------------------------------------------------
Encore Acquisition Company reported $42.1 million of net income on
$177.6 million of net revenues for the three months ended
Sept. 30, 2006, compared to $20.8 million of net income on
$127.5 million of net revenues for the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $1.9 billion
in total assets and $1.1 billion in total liabilities.

The Company's Sept. 30 balance sheet also showed strained
liquidity with $125.8 million in total current assets available to
pay $171.3 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?1595

The Company's principal source of short-term liquidity is its
revolving credit facility, which matures on Dec. 29, 2010.  The
facility is with a bank syndicate comprised of Bank of America,
N.A. and other lenders.  The borrowing base is determined semi-
annually and may be increased or decreased, up to a maximum of
$750 million.  The borrowing base as of Sept. 30, 2006 was
$550 million.

On Sept. 30, 2006, the Company had no amounts outstanding and
$523.3 million available to borrow under the revolving credit
facility.  On Nov. 2, 2006, the company had $2.0 million
outstanding and $520.8 million available to borrow under the
revolving credit facility.

At Sept. 30, 2006, long-term debt, net of discount, was $593.6
million, including $150 million of 6.25% Senior Subordinated Notes
due April 15, 2014, $300 million of 6.0% Senior Subordinated Notes
due July 15, 2015, and $150 million of 7.25% Senior Subordinated
Notes due 2017.  At that date, the Company's existing credit
facility was undrawn.

As of Sept. 30, 2006, the Company had $26.7 million in letters of
credit.  As of Nov. 2, 2006, the Company had $27.2 million of such
outstanding letters of credit.

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent  
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2006,
Moody's Investors Service, in connection with its implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian Exploration and Production
sector, the rating agency confirmed its Ba3 Corporate Family
Rating for Encore Acquisition Company.

Encore Acquisition's $300-million senior subordinate notes due
July 15, 2015, carry Moody's Investors Service's B2 rating and
Standard & Poor's B rating.


ENRON CORP: Wants Energen, Et Al. Settlement Pacts Approved
-----------------------------------------------------------
The reorganized Enron Corp. and its debtor-affiliates ask the
Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to approve six separate settlement
agreements between these parties:

    Debtor Party                    Customer
    ------------                    --------
    Enron North America Corp.       Alabama Gas Corporation &
                                    Energen Resources Corporation

    Enron Energy Services, Inc.     Pacific Telesis Group, nka
                                    AT&T Teleholdings, Inc.

    EESI                            Bay City Flower Co., Inc.

    ENA                             Total International Limited

    Enron Power Marketing, Inc.     Mississippi Delta Energy
                                    Agency

    Enron Energy Services
    North America, Inc.             T Group America, Inc.

According to Evan R. Fleck, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, the Reorganized Debtors and the Customers
were parties to various prepetition contracts relating to the
Debtors' supply of power and other services to the Customers.   
Enron Corp. issued various guarantees as credit support for the
Contracts with Alabama Gas and Energen Resources.

Certain disputes between the Debtors and the Customers arose under
the prepetition contracts.

The Debtors commenced adversary proceedings against certain of the
Customers:

     Date        Debtor      Defendants            Case No.
     ----        ------      ---------             --------
     08/09/04    ENA         Alabama & Energen     04-03769
     05/02/06    EPMI        Mississippi Delta     06-01454
     07/27/06    ENA         Total International   06-01674

Following negotiations regarding the Contracts, the parties
entered into the settlements agreements and agree that:

   (1) the Customers will make a settlement payment to the
       applicable Reorganized Debtor or Debtor;  

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

   (3) all liabilities scheduled in favor of Alabama Gas and
       Energen Resources, Pacific Telesis, and Bay City will be
       deemed irrevocably withdrawn, with prejudice, and to the
       extent applicable expunged; and

   (4) the Adversary Proceedings will be dismissed.

The settlement agreement with Alabama Gas and Energen Resources
also provides that all claims filed by Alabama and Energen
against ENA and the applicable Reorganized Debtor in connection
with the Contracts will be deemed withdrawn, with prejudice, and
to the extent applicable expunged, provided, however, that Claim
Nos. 7276 and 7277 will each be reduced and allowed for
$12,500,000.

                       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 T. Thorn Settlement Agreement
------------------------------------------------------------
Enron Corp. and its debtor-affiliates ask the Honorable Arthur
Gonzalez of the U.S. Bankruptcy Court for the Southern District of
New York to approve a settlement agreement between the Debtors and
Terence H. Thorn, a former employee for the Debtors.

On Aug. 15, 2001, Terence H. Thorn received $420,000 from Enron
Corp. as severance payment for his employment term with the
Debtors, recounts Jeffrey K. Milton, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in New York.

On Oct. 15, 2002, Mr. Thorn filed three claims against Enron -
- Claim No. 1800700 for $100,826, Claim No. 1800800 for $1,747,
and Claim No. 1793800 for $805,560.  On the same day, Mr. Thorn
also filed Claim No. 1800800 for $617,464 against Enron Global
Markets LLC.

On Dec. 1, 2003, the Official Committee of Unsecured Creditors, on
behalf of Enron and Enron Global, commenced Adversary Proceeding
No. 03-93615 to recover, among other things,
a transfer made by Enron to Mr. Thorn.

In their 83rd and 88th Omnibus Claims Objections, the Reorganized
Debtors sought to:

     * reduce without allowance Claim No. 1800700 to $23,540;

     * reclassify without allowance Claim No. 1800800 as a
       general unsecured claim; and

     * reduce without allowance Claim No. 1800900 to $394,085 and
       reclassify it as a general unsecured claim against Enron.  

On May 12, 2005, the Court sustained the 83rd Omnibus Claims
Objection with respect to Claim Nos. 1800700, 1800800, and
1800900.

To settle their disputes, the parties entered into a settlement,
under which the parties agreed that:

   (1) Claim No. 1793800 will be reduced to $700,000 and allowed
       as a Class 4 General Unsecured Claim under the Plan;

   (2) Claim Nos. 1800700, 1800800, and 1800900 will be
       disallowed in their entirety and expunged;

   (3) the Adversary Proceeding will be dismissed with prejudice;
       and

   (4) the parties will mutually release each other from all
       claims related to the transfer payment and the Adversary
       Proceeding.

Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the Creditors Committee asks the Court to approve the
settlement.

                       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)


EQUITABLE LIFE: Wants Business Moved to Canada Life Under Scheme
----------------------------------------------------------------
Equitable Life Assurance Society and Canada Life Limited ask the
High Court of Justice in the U.K. to sanction a scheme under Part
VII of the Financial Services and Markets Act 2000.

Equitable Life and Canada Life also ask the High Court to make
ancillary provisions in connection with the implementation of the
Scheme under Section 112 of the Act.

The application will be heard before the Companies Court Judge at
the Royal Court of Justice, Strand, London, on Feb. 1, 2007.

Under the Scheme, Equitable Life will transfer part of its
non-profit annuity pension business to Canada Life.  Equitable
Life will retain all liabilities in relation to its business that
occurred on or before the transfer became effective.

In addition, all policies that occurred before the transfer became
effective will remain with Equitable Life.  All policies that
arose on or after the transfer became effective will be given to
Canada Life.

Any person, including a policyholder or employee, who alleges to
be affected by the scheme may appear at the hearing.

Objections to the Scheme, if any, must be in writing and served
on:

   a. Solicitors for Equitable Life Assurance Society

      Lovells
      Atlantic House
      Holborn Viaduct
      London EC1A 2FG
      Tel: +44 (0) 20-7296-2000
      Fax: +44 (0) 20-7296-2001

   b. Solicitors for Canada Life Limited

      Slaughter and May
      One Bunhill Row
      London EC1Y 8YY
      Tel: +44 (0) 20-7600-1200
      Fax: +44 (0) 20-7090-6000

Copies of the Scheme is available free of charge at Equitable
Life's Web site http://www.equitable.co.uk/and from Canada Life's  
Web site http://canadalife.co.uk/

The Scheme is also available by writing to:

      Equitable Life Assurance Society
      Walton Street, Aylesbury
      Bucks HP21 7QW
      Tel: 0845-1202-512
           +44 1296-386242

              -- or --

      Canada Life Limited
      Canada Life Place
      High Street, Potters Bar
      Hertfordshire EN6 5BA
      Tel: 0845-6060-708
           +44 1707-422022

Equitable Life Assurance Society -- http://www.equitable.co.uk/--  
is a closed life insurer.

                           *     *     *

Standard & Poor's Ratings Services raised in May 2006 the long-
term counterparty credit rating on U.K.-based life insurer The
Equitable Life Assurance Society to 'BB' from 'B+'.


FEDERAL-MOGUL: Judge Fitzgerald Okays DIP Credit Pact Amendment
---------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware approved an amendment to Federal-
Mogul Corporation and its debtor affiliates' Final DIP Order, to
permit the Debtors to pledge up to an additional $15,000,000 to
secure obligations under various hedging agreements.  The Court
also authorized the Debtors to file the Fee Letter under seal.

The Fee Letter will remain under seal and confidential, and will
not be made available to anyone other than the Court, the U.S.
Trustee, certain parties to whom the Debtors have provided copies
of the Fee Letter, and the Plan Proponents' counsel.  

Subject to Citigroup USA Inc.'s consent, a redacted copy of the
Fee Letter will be made available to any party who requests for
the copy.

             Debtors Want to Pledge Another $15-Mil.
                  to Secure Hedging Obligations

The Bankruptcy Court issued an order in November 2005 authorizing
the Debtors to enter into and perform obligations under an amended
debtor-in-possession credit agreement, and continue to use cash
collateral and provide adequate protection.

Pursuant to the Final DIP Order, the Debtors were permitted to
grant pari passu liens and superpriority claims to Citicorp USA
Inc. and certain lenders party to a 2004 Credit Agreement in
respect of the Debtors' obligations under postpetition hedge
agreements with respect to ordinary course hedging transactions,
in an aggregate notional amount of up to $30,000,000.  The
$30,000,000 limitation on Postpetition Hedging Agreements had also
been included in a prior DIP order issued in 2004.

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, relates that the
Debtors utilize the Postpetition Hedging Agreements to manage,
among other things, their exposure to fluctuating commodities
prices.  By doing so, the Debtors are able to limit the volatility
of the prices of raw materials necessary for their manufacturing
businesses.  That, in turn, allows for greater certainty in
managing the Debtors' finances and improved financial forecasting,
as well as guarding against the prospect that a radical increase
in the price of necessary materials could reduce the Debtors'
profitability.

In addition, the Debtors' management believes that utilizing the
Postpetition Hedging Agreements has resulted in a net cost savings
to the Debtors' estates.

Since the entry of the 2004 DIP Order, the Debtors have managed to
enter into and secure their obligations under various Postpetition
Hedging Agreements while remaining within the $30,000,000 limit
imposed by the Final DIP Order.  However, Ms. McFarland notes, the
prices of many of the Debtors' raw materials have risen sharply in
the last several months, and the prices for new hedging agreements
relating to those materials have risen accordingly.

As a result, while the $30,000,000 limit was previously adequate
to accommodate all of the Debtors' needs to secure obligations
under the Postpetition Hedging Agreements, that limit now prevents
the Debtors from hedging the quantity of raw materials on which
they had previously been able to hedge their price exposure,
Ms. McFarland says.  Within the week of Sept. 18, 2006, the agent
for the postpetition lenders advised the Debtors that they had
nearly exhausted their ability to enter into new Postpetition
Hedging Agreements.

The Debtors intend to continue entering into Postpetition Hedging
Agreements with respect to roughly the same level of raw materials
as the Debtors have been hedging their exposure on previously.  
Accordingly, the Debtors ask the Court to modify the Final DIP
Order to permit them to pledge up to an additional $15,000,000 to
secure obligations under various hedging agreements.

The Debtors are not seeking to modify the Amended DIP Agreement,
Ms. McFarland explains.  The Debtors are seeking to take advantage
of the Agreement's existing provision, which permits them to incur
as "[l]iens consisting of deposits with derivative traders as may
be required pursuant to the terms of the International Swap
Dealers Association Master Agreements in connection with the
Borrowers' foreign exchange, commodities and interest hedging
programs in an aggregate amount not to exceed at any time
$15,000,000."

Consistent with the carve-out for Permitted Liens, the Debtors
also want the modified Final DIP Order to confirm that the liens
on the cash collateral deposited to secure the Hedging Deposit
Transactions will have priority over the liens granted to secure
other obligations.

The Debtors assert that modification of the Final DIP Order will
allow them to further control the impact of raw materials pricing
on their businesses, resulting in greater predictability of future
performance results.

The Debtors assure the Court that their request will not prejudice
their creditors but will, instead, benefit all parties-in-interest
by providing opportunity to enhance the Debtors' ability to manage
risk and price volatility before expiration of their current DIP
financing facility.

Moreover, the Debtors have conferred with representatives of the
agents for both the prepetition and postpetition lenders and
understand that the agents have no objection to their Motion.

Before the commitments under the Final DIP Order expires on
Dec. 9, 2006, the Debtors will seek approval of further amendments
to the Amended DIP Agreement to incorporate relief similar to the
Motion.  The Motion only seeks temporary relief in that it will be
superseded by the Amended DIP Agreement in the next few months,
Ms. McFarland says.

           FMO Wants DIP Facility Extended to July 2007

The Debtors also want to modify certain terms under their existing
$775,000,000 postpetition debtor-in-possession facility, to:

   (a) extend its expiry date from Dec. 9, 2006, through the
       earlier of:

       (1) the substantial consummation of the Debtors' Plan of
           Reorganization; and

       (2) July 1, 2007;

   (b) effect amendments necessary to permit the Debtors to
       implement the Company Voluntary Arrangements for certain
       of the U.K. Debtors and position themselves for a
       successful emergence from Chapter 11; and

   (c) accommodate changes in the Debtors' business since the
       time they entered into the Existing DIP Agreement.

Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, relates that the Debtors
and Citicorp USA, Inc., the administrative agent under the
Existing DIP Facility, negotiated and agreed to the proposed
amendments.

Pursuant to a Commitment Letter dated Oct. 23, 2006, CUSA will use
its best efforts to arrange a syndicate of lenders for:

   -- an amended $500,000,000 superpriority senior secured DIP
      revolving credit facility; and

   -- an amended $275,000,000 superpriority senior secured DIP
      term loan facility.

CUSA also commits to provide up to $55,000,000 of the Revolving
Credit Facility.

Citigroup Global Markets, Inc., will serve as sole lead arranger
and bookrunner for the Modified DIP Facility.  CUSA will act as
sole administrative agent and sole collateral agent for the
Modified DIP facility.

CUSA's commitment and CGMI's undertakings will terminate on
Dec. 11, 2006.  

In return for the Commitment, the Debtors will pay CUSA
undisclosed amounts as arrangement and other fees, as well as
other expenses incurred in connection with the negotiation,
documentation, approval and closing of the transactions
contemplated by the Commitment Letter.  Specific terms with
respect to CUSA's fees are included in a Fee Letter.

The Debtors, therefore, seek the Court's authority to enter into a
Commitment and Fee letters with CUSA and CGMI.

In a separate filing, the Debtors sought and got permission from
the Court to file the Fee Letter under seal.

Proceeds of the Modified DIP Facility will be used, among others,
to fund:

   * the Debtors' working capital needs and other general
     corporate services; and

   * the retention of certain intercompany loan notes pursuant to
     a Settlement Agreement dated September 26, 2005, among
     Federal-Mogul Corporation; T&N Limited; the U.K.
     Administrators; the U.K. Plan Proponents; High River Limited
     Partnership; and the U.K. Pension Protection Fund.

Ms. McFarland explains that the extension of the Existing DIP
Facility's expiry date will give the Debtors access to financing
while they are under Chapter 11 protection.

Ms. McFarland says amendments to certain terms of the Existing DIP
Facility are necessary to:

   -- address certain tax-related restructurings and take
      advantage of certain tax efficiencies;

   -- permit the Debtors to perform any remaining obligation
      under the Company Voluntary Arrangements, which became
      effective on October 11, 2006; and

   -- allow the Debtors to progress toward their successful
      emergence from Chapter 11 protection.

If the terms of the Existing DIP Facility are modified, the
Debtors will be able to use their financing more effectively and
in a manner that more accurately tracks their present strategic
business plan, Ms. McFarland adds.  

CUSA and the Debtors have not yet agreed to the precise terms of
the amendments, Ms. McFarland notes.  Among other amendments, the
Debtors propose to increase the permitted amount for first
priority liens and superpriority claims granted to certain Hedging
Parties.

The increase in Permitted Liens will help the Debtors in managing
their exposure to fluctuations in raw materials pricing and
interest rate risk, Ms. McFarland says.

Ms. McFarland also notes that substantially all of the other
material terms of the Debtors' postpetition financing will remain
unchanged.

Ms. McFarland adds that the Debtors will also seek the Court's
permission to enter into any ancillary documents that may be
necessary to effect the terms of the Modified DIP Agreement,
including an amended security and pledge agreement.

Each Plan Proponent either does not object to the request at
present, or is anticipated by the Debtors to not object to the
request, Ms. McFarland further relates.

Judge Fitzgerald will conduct a hearing on the Debtors' request on
Nov. 28, 2006, at 1:30 p.m. in Pittsburgh, Pennsylvania.  
Deadline to file objections will be on Nov. 9.

A full-text copy of CUSA and CGMI's Commitment Letter is available
for free at http://ResearchArchives.com/t/s?1585

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


FISHER SCIENTIFIC: Releases Third Quarter 2006 Financial Results
----------------------------------------------------------------
Fisher Scientific International Inc. has reported record sales and
earnings in its financial statements for the third quarter ended
Sept. 30, 2006, reflecting strong results in both the core
scientific-research and healthcare segments.

"We reported a record quarter, with sales, earnings and operating
income reaching new highs," said Paul M. Montrone, chairman and
chief executive officer.  "Our financial results reflect the
continued strength of our company and the successful execution of
our strategy."

On May 8, Fisher Scientific and Thermo Electron Corporation (NYSE:
TMO) announced a definitive agreement to merge the two companies.  
The U.S. Federal Trade Commission had granted the companies early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act for the merger.  Assuming that the
European Commission clears the transaction on Nov. 9, the company
expects to complete the merger on that date.

                 Third-Quarter Reported Results

Sales for the third quarter increased 10.8 percent to $1,508.1
million compared with $1,361.3 million in the corresponding period
of 2005.  Excluding the effect of foreign exchange, sales totaled
$1,492.4 million in the third quarter, a 9.6 percent increase over
the same quarter in 2005.  Organic growth in the core scientific-
research and healthcare markets accelerated from the prior quarter
to 8.6 percent.  Including the forecasted effect of reduced demand
for safety-related products, organic growth was 6.4 percent.

In European markets, organic growth was in the high single digits,
outpacing market growth, as a result of customer-specific
initiatives and programs to expand the company's life science
product portfolio.  Double-digit growth in Asia was driven
primarily by the increased pace of research activity in China.

Third-quarter net income was $151.8 million compared with $93.5
million in the prior-year period.  Income from continuing
operations for the third quarter increased to $149.3 million from
$94.3 million in the same period of 2005.  Net income and income
from continuing operations include $2.0 million, net of tax ($3.3
million pre-tax) of acquisition and integration costs, $0.7
million, net of tax ($1.2 million pre-tax) of restructuring
expense, $7.8 million, net of tax ($12.5 million pre-tax) of gain
on the sale of investments, and $8.3 million, net of tax ($12.8
million pre-tax) of equity-based compensation expense related to
FAS 123R.

For the nine months ended Sept. 30, 2006, sales totaled $4,386.3
million, a 9.4 percent increase over sales of $4,011.2 million in
the corresponding period last year.  In the first nine months of
2006, foreign exchange translation had a minimal effect on sales
compared with the corresponding period in the prior year.  Net
income in the first nine months was $377.0 million compared with
$271.9 million in the same period of 2005.  Income from continuing
operations for the first nine months was $376.9 million compared
with $255.9 million in the prior-year period.

During the first nine months of 2006, Fisher generated $423.7
million in cash from operations, primarily reflecting growth in
operating earnings.  Capital expenditures during the same period
were $115.4 million, representing maintenance capital
expenditures, investments in the company's life science and
managed-services businesses, expansion of distribution
capabilities in Europe and the ongoing integration of Apogent
manufacturing facilities.  In the first nine months, free cash
flow, defined as cash from operations less capital expenditures,
was $308.3 million, compared with a full-year estimate of $525
million to $550 million.

                   Adjusted Financial Results

Operating income for the third quarter was $226.9 million, an
increase of 21.6 percent, compared with $186.6 million in the same
quarter of 2005, reflecting increased sales volume, recent higher-
margin acquisitions, productivity initiatives, and incremental
synergies from the Apogent merger.

Third-quarter income from continuing operations increased 27.6
percent to $152.5 million compared with $119.5 million in the
corresponding period of 2005.  The increase primarily reflects
growth in operating income and a lower tax rate.  Diluted earnings
per share from continuing operations increased 23.7 percent to
$1.15 in the third quarter compared with 93 cents in the same
period of 2005.  Diluted EPS from continuing operations excluding
intangible asset amortization, net of tax, totaled $1.24, a 24.0
percent increase compared with $1.00 in the third quarter last
year.  Equity-based compensation expense related to FAS 123R was 6
cents per diluted share in the third quarter of 2006.

Operating income for the nine-month period increased 15.9 percent
to $628.9 million compared with $542.7 million during the same
period in the prior year.  Income from continuing operations for
the first nine months of 2006 increased 24.4 percent to $415.9
million compared with $334.4 million in the same period of 2005.

Year-to-date diluted EPS from continuing operations was $3.16, an
increase of 20.6 percent, compared with $2.62 in the corresponding
period of 2005.  Diluted EPS from continuing operations excluding
intangible asset amortization, net of tax, totaled $3.41, a 21.4
percent increase compared with $2.81 in the same period last year.  
Equity-based compensation expense was 19 cents per diluted share
in the first nine months of 2006.

                    Business-Segment Results

Sales of scientific products and services in the third quarter
increased to $1,165.3 million, a 9.9 percent increase compared
with the prior-year period.  Excluding the effect of foreign
exchange, third-quarter sales in this segment rose 8.5 percent to
$1,150.3 million.

Organic sales growth in the core scientific research market
accelerated from the prior quarter to 8.8 percent reflecting
strength across all of the company's core customer segments.
Including the effect of safety-related products, organic growth in
the segment was 6.0 percent.

Mid-teens growth from pharma customers reflected strong demand for
the company's proprietary product and service offering. Continuing
strong market conditions and the company's recent investments in
sales and marketing initiatives resulted in more than 20 percent
growth from biotech customers.  Growth in the academic markets was
in the mid single digits, reflecting consistent growth across
colleges and universities as well as medical research institutes.  
Fisher realized mid single-digit growth in the industrial markets
driven by customer-specific sales initiatives and the ongoing
strength of the U.S. economy. Excluding safety-related products,
which continue to be affected by the forecasted slowdown in demand
for domestic-preparedness products, sales to government customers
increased in the mid-teens, fueled by strong demand from federal
government agencies.

In the scientific products and services segment, operating income
increased 19.9 percent to $173.8 million from $144.9 million in
the corresponding period of 2005, primarily reflecting the benefit
of fixed-cost leverage, the sales benefit of investments in R&D
and sales and marketing initiatives, contributions from recently
completed higher-margin acquisitions and synergies from the
Apogent merger.

For the nine months ended Sept. 30, 2006, sales of scientific
products and services increased 9.6 percent to $3,368.2 million
compared with $3,074.3 million in the comparable period of 2005.
Foreign exchange translation had minimal effect on sales of
scientific products and services in the first nine months of 2006
compared with the corresponding period in the prior year.

For the first nine months, operating income in the scientific
products and services segment was $476.4 million, representing an
increase of 14.4 percent from $416.5 million in the same period in
2005.

Third-quarter sales of healthcare products and services totaled
$362.1 million, an increase of 14.0 percent compared with the
prior-year period.  Excluding the effect of foreign exchange,
sales totaled $361.2 million, a 13.8 percent increase from the
corresponding period in the prior year.  Organic sales growth,
excluding foreign exchange, was 8.6 percent in the third quarter
compared with the same period last year, representing the third
consecutive quarter of accelerating growth.  This growth was
fueled by increased sales of proprietary diagnostic tests and an
increase in outsourcing trends at life science and diagnostic
companies.

Operating income increased 27.3 percent to $53.1 million from
$41.7 million in the third quarter last year, reflecting fixed-
cost leverage, increased productivity and incremental synergies
related to the Apogent merger.

For the first nine months, sales of healthcare products and
services increased 9.3 percent to $1,072.0 million compared with
the first nine months of 2005.  Excluding the effect of foreign
exchange, sales totaled $1,072.9 million, a 9.4 percent increase
compared with the first nine months of 2005.  Year-to-date
operating income increased 20.8 percent to $152.6 million from
$126.3 million in the corresponding period last year.

                        Company Outlook

Consistent with the company's prior practice, Fisher is providing
guidance for its 2006 financial results.

For 2006, Fisher Scientific expects total sales growth, excluding
the translation effect of foreign exchange, of approximately 10
percent, with organic growth in the core scientific research and
healthcare markets of approximately 8 percent.  Including the
effect of safety-related products, the company expects organic
growth to be approximately 6 percent.  The company is raising its
guidance for operating income margin to a range of 14.4 percent to
14.5 percent for the full year, compared with the previous
guidance of 14.1 percent to 14.3 percent.

The company is raising its full-year earnings guidance to $4.30 to
$4.35 per share, reflecting continued strong operating results and
a reduced long-term tax rate of approximately 24 percent for the
full year.  Diluted EPS excluding intangible asset amortization,
net of tax, is expected to be in the range of $4.65 to $4.70.  The
company's guidance for operating income and earnings excludes
discontinued operations, nonrecurring and special items, and the
effect of equity-based compensation expense related to FAS 123R,
which is expected to be approximately 28 cents per share.

Fisher is maintaining its guidance for 2006 cash from operations
in the range of $675 million to $700 million, and free cash flow
in the range of $525 million to $550 million.

In light of the pending merger with Thermo Electron, Fisher
Scientific will not be hosting an earnings conference call.

Fisher Scientific International Inc. (NYSE: FSH) --
http://www.fisherscientific.com/-- is a Fortune 500 company that  
provides products and services to the scientific community.  
Fisher facilitates discovery by supplying researchers and
clinicians in labs around the world with the tools they need.  The
company serves pharmaceutical and biotech companies, colleges and
universities, medical-research institutions, hospitals, reference,
quality-control, process-control and R&D labs in various
industries, and as well as government agencies.  From
biochemicals, cell-culture media and proprietary RNAi technology
to rapid-diagnostic tests, safety products and other consumable
supplies, the company provides more than 600,000 products and
services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Standard & Poor's Ratings Services raised its ratings on the debt
of Fisher Scientific International Inc. in light of the completion
of its merger with Thermo Electron Corp. to create Thermo Fisher
Scientific Inc.

The rating on Fisher Scientific's senior unsecured debt was raised
to 'BBB+' from 'BBB-' and the rating on the company's subordinated
debt was raised to 'BBB' from 'BB+'.  The 'BBB-' corporate credit
rating on Fisher Scientific was withdrawn, as was the 'BBB' senior
secured rating assigned to a bank facility that has been repaid.


FOAMEX INTERNATIONAL: Lease Decision Period Extended to Feb. 17
---------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extends the period within which Foamex
International Inc. and its debtor-affiliates may assume or reject
all their unexpired non-residential real property leases through
and including Feb. 17, 2007.

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, maintained that the Debtors need
additional time to complete their analysis on whether to assume or
reject the Unexpired Leases.

Ms. Morgan asserted that it would be premature for the Debtors to
make a determination whether to assume or reject the remaining
Unexpired Leases as of the current deadline given the current and
ongoing development of a plan of reorganization.

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: Wants to Reject Chorman Employment Agreement
------------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
reject their Amended and Restated Employment Agreement dated Jan.
27, 2004, with Mr. Chorman.

Thomas E. Chorman has previously resigned as Foamex International
Inc.'s president, chief executive officer and board member.  
Foamex's board of directors accepted Mr. Chorman's resignation on
June 7, 2006.

In accordance with the terms of the Court-approved key employee
retention program and severance plan, the Debtors offered a
severance agreement and release that, among others, would provide
Mr. Chorman with the equivalent of one year's salary and payments.  
In exchange for the severance payments, Mr. Chorman would be bound
to a one-year restriction on his ability to:

   (a) work in a foam industry; and

   (b) solicit Foamex's customers, suppliers, vendors,
       representatives, agents or employees.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that as of Nov. 16,
2006, Mr. Chorman has not elected to sign the Severance Agreement.

On Sept. 13, 2006, Mr. Chorman commenced an adversary proceeding
seeking a declaratory, injunctive and monetary relief against
Foamex International, and its officers Raymond E. Mabus and
Gregory J. Christian.  The Debtors assert that the allegations in
the complaint are without merit.

On Sept. 27, 2006, Mr. Chorman filed Claim No. 1328 for
$2,486,897.

Ms. Morgan asserts that the Debtors' business judgment supports
rejection of the Employment Contract:

   (a) the Debtors no longer employ Mr. Chorman;

   (b) Mr. Chorman recently initiated a litigation against the
       Debtors and two of their officers regarding the
       circumstances surrounding his resignation, and has refused
       to sign the Severance Agreement; and

   (c) the Debtors believe that Claim No. 1328 was filed in
       anticipation of the rejection of the Employment Contract.

The Debtors also ask the Court to direct Mr. Chorman to amend his
Claim No. 1328 or to file any additional claims in their Chapter
11 cases, 30 days after the Court approves their request, with
respect to any rejection damages related to the rejection of the
Employment Contract.

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 CREDIT: Fitch Rates $59-Million Class D Notes at BB+
---------------------------------------------------------
Fitch rates the Ford Credit Auto Owner Trust 2006-C asset backed
notes:

      -- $664,000,000 class A-1 5.3574% 'F1+';
      -- $205,000,000 class A-2a 5.29% 'AAA';
      -- $856,441,000 class A-2b floating-rate 'AAA';
      -- $509,551,000 class A-3 5.16% 'AAA';
      -- $325,000,000 class A-4a 5.15% 'AAA';
      -- $251,838,000 class A-4b floating-rate 'AAA';
      -- $88,795,000 class B 5.3% 'A';
      -- $59,196,000 class C 5.47% 'BBB+';
      -- $59,196,000 class D 6.89% 'BB+'.

The ratings on the notes are based upon their respective levels of
subordination, the specified credit enhancement amount, and the
yield supplement overcollateralization amount.  All ratings
reflect the transaction's sound legal structure, the high quality
of the retail auto receivables originated by Ford Motor Credit
Company, and the strength of Ford Credit as servicer.

The weighted average APR in the 2006-C transaction is 4.401%.  As
with previous deals, the 2006-C transaction incorporates a YSOC
feature to compensate for receivables with interest rates below
8.50%.  The YSOC is subtracted from the pool balance to calculate
bond balances and the first priority, second priority, and regular
principal distribution amounts, resulting in the creation of
'synthetic' excess spread.  These amounts enhance the receivables'
yield and are available to cover losses and turbo the class of
securities then entitled to receive principal payments.

Initial enhancement for the class A notes as a percentage of the
adjusted collateral balance is 5.5%. Initial enhancement for the
class B notes is 2.5%.  Initial enhancement for the class C notes
is 0.50% provided by the reserve account.

On the closing date, the aggregate principal balance of the notes
will be 102% of the initial pool balance less the YSOC.  The class
D notes represent the undercollateralized 2%.  During
amortization, both excess spread and principal collections are
available to reduce the bond balance.  Hence, if excess spread is
positive, the bonds will amortize more quickly than the
collateral.  It is this mechanism that ensures that the class D
notes are collateralized and the specified credit enhancement
level is achieved.

Furthermore, the 2006-C transaction provides significant
structural protection through a shifting payment priority
mechanism.  In each distribution period, a test will be performed
to calculate the amount of desired collateralization for the notes
versus the actual collateralization.  If the actual level of
collateralization is less than the desired level, then payments of
interest to subordinate classes may be suspended and made
available as principal to higher rated classes.

Based on the loss statistics of Ford Credit's prior
securitizations and Ford's U.S. retail portfolio performance,
Fitch expects consistent performance from the pool of receivables
in the 2006-C pool.  For the nine months ending Sept. 30, 2006,
average net portfolio outstanding totaled approximately  $57.7
billion, total delinquencies were 2.10%, and net losses were 0.63%
of the average net portfolio outstanding.


GLEN DEVELOPMENT: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Glen Development Group LLC
        c/o Darrell Powell
        7015 48th Avenue South
        Seattle, WA 98118

Bankruptcy Case No.: 06-14178

Chapter 11 Petition Date: November 22, 2006

Court: Western District of Washington (Seattle)

Debtor's Counsel: Michael M. Feinberg, Esq.
                  Karr Tuttle Campbell
                  1201 3rd Avenue #2900
                  Seattle, WA 98101-3028
                  Tel: (206) 223-1313
                  Fax: 206-682-7100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
WDC, Inc.                     Trade debt                 $39,350
1825 South Jackson, Suite 102
Seattle, WA 98144

Advanced Fire Protection Inc. Trade debt                  $8,021
P.O. Box 1543
Woodinville, WA 98072

Biami and Holmberg Inc.       Trade debt                  $2,500
100 Front Street South
Issaquah, WA 98027-3817


GLOBAL TEL*LINK: S&P Holds Existing Corporate Credit Rating at B
----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Mobile,
Ala.-based Global Tel*Link Corp to positive from stable, and
affirmed the existing 'B' corporate credit rating.

The outlook revision acknowledges the progress made integrating
the NPM acquisition over the past year, and recognizes the
potential long term benefits from the pending acquisition of the
former MCI corrections division, including increased scale.

"The ratings on Global Tel*Link Corp. reflect its small cash flow
base, narrow focus within a competitive and evolving marketplace,
and limited liquidity," said Standard & Poor's credit analyst
Stephanie Crane.

These factors are partially offset by a largely recurring revenue
base, supported by long-term customer contracts and a diverse
customer base, and by expectations for improved operating margins.

GTL is the second-largest independent provider of inmate
telecommunications services in the U.S. After the acquisition of
the MCI corrections division, which is expected to close in mid-
2007, it will be the largest in the industry.  The company
provides services to correctional facilities operated by city,
county, state, and federal authorities in the U.S. and Canada.

In addition to competing with other independent providers in this
narrow, approximately $2 billion market, GTL competes with
regional Bell operating companies, local exchange carriers, and
inter-exchange carriers, many of which possess greater financial
resources and broader brand recognition.

Some of these carriers also are customers of GTL's nondirect, or
partner, business.  This is a higher-margin business in which GTL
provides equipment to the larger telecommunications companies in
addition to installing and supporting the product.


GMAC MORTGAGE: Fitch Assigns Low-B Ratings on Eight Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken action on these GMAC mortgage-pass through
certificates:

   * GMAC Mortgage, Series 2003-J2

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA+';
      -- Class M-2 upgraded to 'AA-' from 'A+';
      -- Class M-3 affirmed at 'BBB+';
      -- Class B-1 affirmed at 'BB+';
      -- Class B-2 affirmed at 'B'.

   * GMAC Mortgage, Series 2003-J3

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 upgraded to 'A+' from 'A';
      -- Class M-3 affirmed at 'BBB';
      -- Class B-1 affirmed at 'BB';
      -- Class B-2 affirmed at 'B'.

   * GMAC Mortgage, Series 2003-J4
      
      -- Class A affirmed at 'AAA'.

   * GMAC Mortgage, Series 2003-J5

      -- Class A affirmed at 'AAA'.

   * GMAC Mortgage, Series 2003-J6

      -- Class A affirmed at 'AAA'.

   * GMAC Mortgage, Series 2003-J7

      -- Class A affirmed at 'AAA'.

   * GMAC Mortgage, Series 2003-J8

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'BBB';
      -- Class B-1 affirmed at 'BB';
      -- Class B-2 affirmed at 'B'.  

   * GMAC Mortgage, Series 2003-J9

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'BBB';
      -- Class B-1 affirmed at 'BB';
      -- Class B-2 affirmed at 'B'.

   * GMAC Mortgage, Series 2003-J10

      -- Class A affirmed at 'AAA';

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1.8 billion outstanding certificates.  The upgrades reflect an
improvement in the relationship of CE to future loss expectations
and affect approximately $3.6 million of certificates.  The
percentage of loans over 90 days delinquent ranges from 0.0% to
0.44%.  The cumulative loss as a percentage of the initial pool
balance ranges from 0.0% to only 0.04%.

The mortgage loans in the aforementioned transactions consist of
both 30-year fixed-rate and 15-year fixed-rate mortgages extended
to Prime borrowers and are secured by first liens on one- to four-
family residential properties.  As of the Oct. 2006 distribution
date, the transactions are seasoned from a range of 34 to 43
months and the pool factors ranges from approximately 24% to 72%.

The master servicer for all of aforementioned GMAC transactions is
GMAC RFC which is rated 'RMS1'; Rating Watch Evolving by Fitch.

Fitch will continue to monitor these deals.


GREATER MERIDIAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Greater Meridian Health Clinic, Inc.
        2701 Davis Street
        Meridian, MS 39301

Bankruptcy Case No.: 06-51313

Type of Business: The Debtor provides care to the medically-
                  underserved population including uninsured
                  underinsured and Medicaid/Medicare eligible.
                  See http://www.gmhcinc.org/

Chapter 11 Petition Date: November 21, 2006

Court: Southern District of Mississippi (Gulfport)

Judge: Neil P. Olack

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


HERCULES INC: Earns $34.2 Million in Quarter Ended September 30
---------------------------------------------------------------
Hercules Inc. reported a net income of $34.2 million for the
quarterly period ended Sept. 30, 2006, compared to net income of
$24 million for the third quarter of 2005.  

A net loss of $3.4 million was reported for the nine months ended
Sept. 30, 2006 as compared to net income of $38.1 million for the
same period in 2005.

Net income from ongoing operations for the third quarter of 2006
was $40.9 million as compared to net income from ongoing
operations of $24.6 million in the third quarter of 2005.  Net
income from ongoing operations for the nine months ended Sept. 30,
2006 was $102.5 million.

Cash flow from operations for the nine months ended Sept. 30, 2006
was $107.0 million, an increase of $31.2 million as compared to
the same period last year.

Net sales in the third quarter of 2006 were $513.1 million, a
decrease of 1% from the same period last year.  Excluding the
impact of the sale of our majority interest in FiberVisions, sales
increased 14% from the same period of last year.  Volume and
pricing increased by 15% and 2%, respectively.  Rates of exchange
also increased sales by 2%, while product mix was 5% unfavorable
during the quarter.  Net sales for the nine months ended Sept. 30,
2006 were $1.541 billion, an increase of 10% as compared to the
same period in 2005, excluding the impact of the FiberVisions
transaction.

"Our people continue to deliver excellent results with strong
growth in sales, earnings and cash flow," commented Craig A.
Rogerson, President and Chief Executive Officer.  "We continue to
drive results through innovation, geographic expansion, a
disciplined approach to capital and investment deployment and a
focus on cash generation."

Excluding the impact of the FiberVisions transaction, net sales in
the third quarter of 2006 increased in all regions of the world.
Sales increased 21% in North America, 10% in Europe, 5% in Latin
America and 6% in Asia Pacific as compared to the same period last
year.

Reported profit from operations in the third quarter of 2006 was
$72.4 million, an increase of 45% compared with $50.0 million for
the same period in 2005.  Profit from ongoing operations in the
third quarter of 2006 was $76.4 million, an increase of 25%
compared with $61.0 million in the third quarter of 2005.  
Severance, restructuring and other exit costs were $4.1 million in
the third quarter of 2006 as compared to $9.6 million in the same
period last year.

Interest and debt expense was $16.7 million in the third quarter
of 2006, down $5.8 million, or 26%, compared with the third
quarter of 2005, reflecting lower outstanding debt balances and
improved debt mix, partially offset by increased variable short
term rates.  Interest expense for the nine months ended Sept. 30,
2006 was $54.1 million, a decrease of $13.4 million, or 20%, from
the same period of last year.

Net debt, total debt less cash and cash equivalents, was $882.7
million at Sept. 30, 2006, a decrease of $149.0 million from year-
end 2005.

Capital spending was $26.3 million in the third quarter and $49.2
million year to date.  This compares to $19.8 million and $45.7
million in the third quarter and year to date periods last year,
respectively. Cash outflows for severance, restructuring and other
exit costs were $7.4 million in the quarter and $20.8 million year
to date.

                            Outlook

"We remain confident in our growth strategy and optimistic about
both earnings and cash flow growth for the balance of the year and
as we look to 2007," said Mr. Rogerson.  "Aqualon's volumes should
continue to be strong across its markets and pricing should show
steady improvement.  Paper Technologies' volumes are expected to
improve, driven by our new product pipeline, and continued pricing
discipline should maintain gross margins."

Hercules Inc. (NYSE:HPC) -- http://www.herc.com/-- manufactures  
and markets chemical specialties globally for making a variety of
products for home, office and industrial markets.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service confirmed Hercules Inc.'s Ba2 Corporate
Family Rating, in connection with Moody's implementation of its
Probability-of-Default and Loss-Given-Default rating methodology
for the U.S. Chemicals and Allied Products sectors.


HINES HORTICULTURE: Hires KPMG as New Accountant in Lieu of PwC
---------------------------------------------------------------
Hines Horticulture Inc.'s Audit Committee approved the appointment
of KPMG LLP as the Company's independent registered public
accounting firm for the fiscal year ending Dec. 31, 2006.

The Company says that during the fiscal years ended Dec. 31, 2005,
and 2004 and through Nov. 16, 2006, it has not consulted with KPMG
LLP on any matters described in Regulation S-K Item 304(a)(2)(i)
or (ii).

On Nov. 16, 2006, the Company dismissed PricewaterhouseCoopers LLP
as its independent registered public accounting firm.  The
Company's Audit Committee participated in and approved the
decision to change the Company's independent registered public
accounting firm.

Hines Horticulture also said that the reports of PwC on the
financial statements of the Company for the fiscal years ended
Dec. 31, 2005, and 2004 contained no adverse opinion or disclaimer
of opinion and that, during the fiscal years ended Dec. 31, 2005,
and 2004 and through Nov. 16, 2006, there have been no
disagreements with PwC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates  
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

                         *     *     *

Hines Horticulture Inc.'s 10-1/4% Bonds carry Moody's Investors
Service's B3 rating and Standard & Poor's Ratings Services' CCC+
rating.


HINES HORTICULTURE: Unit Sells Pipersville Facility to Costa
------------------------------------------------------------
Hines Horticulture Inc.'s subsidiary Hines Nurseries Inc. entered
into an asset purchase agreement with Costa Penn Farms LLC and
Costa Penn Land Holdings LLC.

Hines Nurseries is selling to Costa certain real property,
inventory, and other assets located at the nursery facility in
Pipersville, Pa., for approximately $5.3 million.

Approximately $1.1 million of the purchase price was deferred and
is contingent upon Hines Nurseries or Costa obtaining certain
entitlements for the construction of additional greenhouses on the
Option Property.  If the entitlements are not obtained within 12
months, the Company may receive none or only a portion of the
Deferred Purchase Price.

The purchased assets included Hines Nurseries' interest in an
option to purchase certain real property leased by Hines Nurseries
for its Pipersville, Pa., facility and Hines Nurseries' lease on
the Option Property.

The Company disclosed that it has ceased active operations in the
Pipersville, Pa., area.

Hines Horticulture also disclosed that it has no material
relationship, other than the agreement, with Costa.

A full text-copy of the Asset Purchase Agreement may be viewed at
no charge at http://ResearchArchives.com/t/s?1596

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates  
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

                           *     *     *

Hines Horticulture Inc.'s 10-1/4% Bonds carry Moody's Investors
Service's B3 rating and Standard & Poor's Ratings Services' CCC+
rating.


HOMETOWN COMMERCIAL: S&P Places Low-B Ratings on 6 Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Hometown Commercial Trust 2006-1's $149.192 million
commercial mortgage pass-through certificates series 2006-1.

The preliminary ratings are based on information as of Nov. 22,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.11x, a beginning
LTV of 105.5%, and an ending LTV of 96.1%.  The pool includes six
loans that consist of related loans that are cross-defaulted and
cross-collateralized with each other.  For the purposes of this
report, crossed loans are considered to be one loan.

                    Preliminary Ratings Assigned

                  Hometown Commercial Trust 2006-1

   Class                Rating         Preliminary   Approximate
                                          amount     credit   
                                                     support(%)
   -----                ------         -----------   -----------
   A                    AAA           $125,694,000     15.75
   B                    AA              $3,357,000     13.50
   C                    AA-             $1,679,000     12.38
   D                    A               $3,170,000     10.25
   E                    BBB+            $4,289,000      7.38
   F                    BBB             $1,492,000      6.38
   G                    BBB-            $1,865,000      5.13
   X                    AAA           $141,546,000       N/A
   H                    BB+             $1,119,000      4.38
   J                    BB                $560,000      4.00
   K                    BB-               $746,000      3.50
   L                    B+                $372,000      3.25
   M                    B                 $560,000      2.88
   N                    B-                $559,000      2.50
   O                    NR              $3,730,752      0.00
         
N/A--Not applicable. NR--Not rated.


HOME EQUITY: Poor Performance Cues S&P to Chip Ratings on Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from three series issued by Home Equity Mortgage Loan
Asset-Backed Trust.

Concurrently, the ratings on two of the downgraded classes remain
on CreditWatch with negative implications.  At the same time, the
remaining classes from the three IndyMac ABS Inc. transactions are
affirmed.

The lowered ratings and continued CreditWatch placements reflect:

      -- Continued erosion of credit support due to adverse  
         collateral performance;

      -- Monthly net losses that, on average, have outpaced
         excess interest cash flow;

     -- Complete depletion of overcollateralization for the SPMD
        2000-A fixed-rate group and the SPMD 2000-B fixed-rate
        group, and a decline in o/c to at least 45% below its
        respective target for the SPMD 2000-C adjustable-rate
        group; and,

     -- Serious delinquencies of 18.89%, 30.48%, and 40.42%.

Due to the high percentage of loans that are seriously delinquent,
credit enhancement is insufficient to support the current ratings
on the downgraded classes.  In the case of the series SPMD 2000-B
fixed-rate group, the complete erosion of o/c has resulted in a
cumulative principal write-down of $352,184 to the class MF-2
certificates.  For the SPMD 2000-A fixed-rate group and the SPMD
2000-C adjustable-rate group, loss projections indicate that the
current performance trend may result in principal write-downs to
the class MF-2 and MV-2 certificates, respectively, within 12 to
15 months.

If the credit support continues to erode, further negative rating
actions can be expected.  

Conversely, if pool performance improves and credit support
is not further compromised, Standard & Poor's  will affirm the
ratings and remove them from CreditWatch negative.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies.  Cumulative realized losses, as a percentage of the
original pool balances, totaled 4.55%, 6.43%, and 3.70%, for the
SPMD 2000-A fixed-rate group, the SPMD 2000-B fixed-rate group,
and the SPMD 2000-C adjustable-rate group, respectively.

The collateral for these transactions consists of either fixed- or
adjustable-rate home equity first- and second-lien loans secured
primarily by one- to four-family residential properties.
   
        Ratings Lowered And Remaining On Creditwatch Negative
   
            Home Equity Mortgage Loan Asset-Backed Trust
                         (IndyMac ABS Inc.)

                                       Rating
                                       ------
          Series        Class   To                 From
          ------        -----   --                 ----       
          SPMD 2000-A   MF-2    BBB/Watch Neg      A/Watch Neg
          SPMD 2000-C   MV-2    BB/Watch Neg       BBB-/Watch Neg
   
                         Rating Lowered
   
            Home Equity Mortgage Loan Asset-Backed Trust
                         (IndyMac ABS Inc.)

                                       Rating
                                       ------           
           Series        Class   To              From
           ------        -----   --              ----   
           SPMD 2000-B   MF-2    D               CCC

                        Ratings Affirmed
   
           Home Equity Mortgage Loan Asset-Backed Trust
                         (IndyMac ABS Inc.)

      Series        Class                           Rating
      ------        -----                           ------
      SPMD 2000-A   AF-3, AV-1                      AAA
      SPMD 2000-A   MF-1, MV-1                      AA+
      SPMD 2000-A   MV-2                            A
      SPMD 2000-A   BV                              BBB
      SPMD 2000-B   AF-1, AV-1                      AAA
      SPMD 2000-B   MV-1                            AA+
      SPMD 2000-B   MF-1                            AA
      SPMD 2000-B   MV-2                            A
      SPMD 2000-B   BV                              CCC
      SPMD 2000-C   AF-5, AF-6, AV, MV-1            AAA
      SPMD 2000-C   MF-1                            AA


HOME FRAGRANCE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Home Fragrance Holdings Inc. delivered its schedules of assets and
liabilities to the U.S. Bankruptcy Court for the Southern District
of Texas in Houston, disclosing:

     Name of Schedule                 Assets        Liabilities
     ----------------                 ------        -----------
  A. Real Property                  $7,000,000
  B. Personal Property             $12,272,009
  C. Property Claimed
     as Exempt
  D. Creditors Holding                              $11,988,486
     Secured Claims                                
  E. Creditors Holding                                 $155,927
     Unsecured Priority Claims
  F. Creditors Holding                               $5,189,433
     Unsecured Nonpriority
     Claims
                                 -------------     ------------
     Total                         $19,272,009      $17,333,846

A full-text copy of the Debtor's 243-page list of its schedules is
available for a fee at:

http://www.researcharchives.com/bin/download?id=061122231536

Headquartered in Houston, Texas, Home Fragrance Holdings Inc.
-- http://www.hfh.cc/-- designs, manufactures and sells candles.
The Company filed for chapter 11 protection on Oct. 23, 2006
(Bankr. S.D. Tex. Case No. 06-35661).  Thomas H. Grace, Esq.
at Locke Liddell & Sapp LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between
$1 million and $100 million.


HOME FRAGRANCE: Wants Locke Liddell as Bankruptcy Counsel
--------------------------------------------------------
Home Fragrance Holdings Inc. asks the U.S. Bankruptcy Court for
the Southern District of Texas for permission to employ Locke
Liddell & Sapp LLP as its bankruptcy counsel.

Locke Liddell will:

   a) advise the Debtor with respect to its powers and duties;

   b) advise the Debtor with respect to the rights and remedies
      of the estate's creditors and other parties-in-interest;

   c) conduct appropriate examinations of witnesses, claimants,
      and other parties-in-interest;

   d) prepare all appropriate pleadings and other legal
      instruments required to be filed in this bankruptcy case;

   e) represent the Debtor in all proceedings before the Court
      and in any other judicial or administrative proceeding in
      which the rights of the Debtor or estate may be affected;

   f) represent and advise the the Debtor in the liquidation of
      its assets through the Bankruptcy Court;

   g) advise the Debtor in connection with the formulation,
      solicitation, confirmation and consummation of any plan of
      reorganization, which the Debtor may propose; and

   h) perform any other legal services that may be appropriate in
      connection with the continued operations of the Debtor's
      businesses.

The Debtor also wants Locke Liddell to undertake specific matters
beyond the Firm's agreed scope of responsibilities without further
Court order.

Thomas H. Grace, Esq., a partner at the firm, will be the lead
counsel in this engagement.  He will bill at $540 per hour.  He
discloses the firm's other professionals' billing rate:

     Professionals                 Designation       Hourly Rate
     -------------               ---------------     -----------
     Elizabeth C. Freeman, Esq.     Associate            $360
     W. Steven Bryant, Esq.         Associate            $320
     Ella Goettle                Legal Assistant         $160

Mr. Grace also disclosed that the Firm received a $100,000
retainer.  As of the Debtor's bankruptcy filing date, the firm
holds a retainer balance of $27,254.87 in its trust account.

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

Mr. Grace can be reached at:

     Thomas H. Grace, Esq.
     Locke Liddell & Sapp LLP
     100 Congress, Suite 300
     Austin, TX 78701
     Tel: (512) 305-4700
     Fax: (512) 305-4800
     http://www.lockeliddell.com/

Headquartered in Houston, Texas, Home Fragrance Holdings Inc.
-- http://www.hfh.cc/-- designs, manufactures, and sells candles.  
The Company filed for chapter 11 protection on Oct. 23, 2006
(Bankr. S.D. Tex. Case No. 06-35661).  Thomas H. Grace, Esq. at  
Locke Liddell & Sapp LLP, represents the Debtor in its
restructuring efforts.  In its schedules of assets and
liabilities, the Debtor disclosed that it has $19,272,009 in total
assets and $17,333,846 in total liabilities.


IMPATH INC: Inks Litigation Settlement with Former Accountants
--------------------------------------------------------------
IMPATH Bankruptcy Liquidating Trust and IMPATH Inc.'s former
accountants have reached a settlement regarding pending litigation
claims, which arose in connection with the issuance of fraudulent
financial statements by the Debtors while the accountants were
providing auditing and other services to the Debtors.

Application for approval of the settlement was filed on
Nov. 18, 2006, with the U.S. Bankruptcy Court for the Southern
District of New York.  Notice of the filing of the Application has
been mailed to Class A Beneficial Interest holders of record.

The Court has scheduled a hearing on approval of the Application
on Dec. 12, 2006.  The settlement will expire on Dec. 29, 2006
unless approved by the Court.  If the Court approves the
settlement and no appeal is taken, it is anticipated that the
Liquidating Trust will make cash distribution of approximately $1
per unit of Class A Beneficial Interests to holders of such units
on or about Jan. 10, 2007.  The record date for determining
holders of units for this distribution will be Dec. 29, 2006.

Full-text copies of the Notice and Application for the Approval of
Settlement of Litigation between the Debtors & former Accountants
are available for free at http://ResearchArchives.com/t/s?15a0

Headquartered in New York, New York, Impath Inc., together with  
its subsidiaries, is in the business of improving outcomes for  
cancer patients by providing patient-specific diagnostic and  
prognostic services to pathologists and oncologists, providing  
products and services to biotechnology and pharmaceutical  
companies, and licensing software to hospitals, laboratories, and  
academic medical centers.  The Company and its affiliates filed   
for chapter 11 protection on Sept. 28, 2003 (Bankr. S.D.N.Y. Case   
No. 03-16113).  George A. Davis, Esq., at Weil, Gotshal & Manges,   
LLP represents the Debtors in their restructuring efforts.  When   
the Company filed for protection from its creditors, it listed  
$192,883,742 in total assets and $127,335,423 in total debts.


INDYMAC ABS: Poor Performance Cues S&P to Chip Ratings on Debt
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from three series issued by Home Equity Mortgage Loan
Asset-Backed Trust.

Concurrently, the ratings on two of the downgraded classes remain
on CreditWatch with negative implications.  At the same time, the
remaining classes from the three IndyMac ABS Inc. transactions are
affirmed.

The lowered ratings and continued CreditWatch placements reflect:

      -- Continued erosion of credit support due to adverse  
         collateral performance;

      -- Monthly net losses that, on average, have outpaced
         excess interest cash flow;

      -- Complete depletion of overcollateralization for the SPMD
         2000-A fixed-rate group and the SPMD 2000-B fixed-rate
         group, and a decline in o/c to at least 45% below its
         respective target for the SPMD 2000-C adjustable-rate
         group; and,

      -- Serious delinquencies of 18.89%, 30.48%, and 40.42%.

Due to the high percentage of loans that are seriously delinquent,
credit enhancement is insufficient to support the current ratings
on the downgraded classes.  In the case of the series SPMD 2000-B
fixed-rate group, the complete erosion of o/c has resulted in a
cumulative principal write-down of $352,184 to the class MF-2
certificates.  For the SPMD 2000-A fixed-rate group and the SPMD
2000-C adjustable-rate group, loss projections indicate that the
current performance trend may result in principal write-downs to
the class MF-2 and MV-2 certificates, respectively, within 12 to
15 months.

If the credit support continues to erode, further negative rating
actions can be expected.  

Conversely, if pool performance improves and credit support is not
further compromised, Standard & Poor's  will affirm the ratings
and remove them from CreditWatch negative.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies.  Cumulative realized losses, as a percentage of the
original pool balances, totaled 4.55%, 6.43%, and 3.70%, for the
SPMD 2000-A fixed-rate group, the SPMD 2000-B fixed-rate group,
and the SPMD 2000-C adjustable-rate group, respectively.

The collateral for these transactions consists of either fixed- or
adjustable-rate home equity first- and second-lien loans secured
primarily by one- to four-family residential properties.
   
        Ratings Lowered And Remaining On Creditwatch Negative
   
            Home Equity Mortgage Loan Asset-Backed Trust
                         (IndyMac ABS Inc.)

                                       Rating
                                       ------
          Series        Class   To                 From
          ------        -----   --                 ----       
          SPMD 2000-A   MF-2    BBB/Watch Neg      A/Watch Neg
          SPMD 2000-C   MV-2    BB/Watch Neg       BBB-/Watch Neg
   
                         Rating Lowered
   
            Home Equity Mortgage Loan Asset-Backed Trust
                         (IndyMac ABS Inc.)

                                       Rating
                                       ------           
           Series        Class   To              From
           ------        -----   --              ----   
           SPMD 2000-B   MF-2    D               CCC

                        Ratings Affirmed
   
           Home Equity Mortgage Loan Asset-Backed Trust
                         (IndyMac ABS Inc.)

      Series        Class                           Rating
      ------        -----                           ------
      SPMD 2000-A   AF-3, AV-1                      AAA
      SPMD 2000-A   MF-1, MV-1                      AA+
      SPMD 2000-A   MV-2                            A
      SPMD 2000-A   BV                              BBB
      SPMD 2000-B   AF-1, AV-1                      AAA
      SPMD 2000-B   MV-1                            AA+
      SPMD 2000-B   MF-1                            AA
      SPMD 2000-B   MV-2                            A
      SPMD 2000-B   BV                              CCC
      SPMD 2000-C   AF-5, AF-6, AV, MV-1            AAA
      SPMD 2000-C   MF-1                            AA


INTERFACE INC: Financial Recovery Cues Moody's Rating Upgrades
--------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of
Interface, Inc., which had been on positive outlook since
April 17, 2006.

The upgrade reflects the company's sustained improvement in
operating margin and free cash flow generation; it also further
acknowledges Interface's financial and operating recovery
following a severe slowdown in the corporate interiors market in
the period from 2001 through 2003.

The upgrade also reflects the company's issuance of 5.75 million
shares at $14.65 per share, resulting in net proceeds of
approximately $79 million on Nov. 10, 2006 and the company's
intention to use the proceeds to repay outstanding debt.

These are the rating actions:

   -- Upgraded the original $150 million 7.3% guaranteed senior
      unsecured notes due 2008 to B1, LGD3, 48% from B2, LDG3,
      49%;

   -- Upgraded the $175 million 10.375% guaranteed senior   
      unsecured notes due 2010 to B1, LGD3, 48% from B2, LDG3,
      49%;

   -- Upgraded the $135 million 9.5% guaranteed senior
      subordinated notes due 2014 to B3, LGD5, 88% from Caa1,
      LDG5, 89%;

   -- Upgraded the Corporate Family Rating to B1 from B2;

   -- Upgraded the Probability of Default Rating to B1 from B2.

The outlook for the ratings is stable.

Further improvements in diversification efforts, sustainable
adjusted free cash flow to debt ratios of about 10%, EBIT to
interest coverage comfortably above two times and continuing
delevering below adjusted debt to EBITDA of 3x would provide a
certain degree of financial flexibility to manage what remains a
cyclical business and could lead to a positive outlook.

Lack of progress with the company's segmentation strategy or
indications of slowdown in core markets resulting in a decline in
adjusted free cash flow to debt below 5%, EBIT to interest
coverage below 1.5x could result in downward pressure on the
ratings.  Cash or debt-financed acquisitions or the assumption of
additional indebtedness could result in a downgrade.

Interface, Inc., based in Atlanta, Georgia, is a manufacturer of
modular carpet under the Interface, InterfaceFLOR, Heuga, Bentley
and Prince Street brands, and, through its Bentley Mills and
Prince Street brands, enjoys a leading position in the high
quality, designer-oriented segment of the broadloom carpet market.  
The company is a also a producer of interior fabrics and
upholstery products, which it markets under the Guilford of Maine
and Chatham brands, and provides specialized fabric services
through its TekSolutions business.  Revenues for the twelve months
ended October 1, 2006 were about $1.0 billion.


INTERNATIONAL PAPER: 2006 Third Qtr. Net Income Soars to $201 Mil.
------------------------------------------------------------------
International Paper Company earned $201 million of net income on
$5.8 billion of net revenues for the three months ended
Sept. 30, 2006, compared to $1 billion of net income on
$5.9 billion of net revenues for the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $24.6
billion in total assets and $18.8 billion in total liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1597

On Oct. 25, 2006, the Company amended its existing receivables
securitization program that provided up to $1.2 billion of
commercial paper-based financings with a facility fee of 0.20% and
an expiration date in November 2007, to provide up to $1 billion
of available commercial paper-based financings with a facility fee
of 0.10% and an expiration date in October 2009.

                            Acquisition

On Oct. 30, 2006, the Company completed its previously announced
sale of approximately 900,000 acres of forestlands in Louisiana,
Texas and Arkansas to an investor group led by TimberStar, a
subsidiary of iStar Financial Inc.  The purchase price for this
transaction was approximately $1.13 billion, approximately $330
million was paid in cash and $800 million in promissory notes.

In addition, the Company, on Nov. 3, 2006, completed its
previously announced sale of approximately 4.2 million acres of
forestlands located across the southern U.S. and Michigan to an
investor group led by Resource Management Service, LLC.  The
purchase price is approximately $4.96 billion, approximately
$1.04 billion was paid in cash and $3.92 billion in promissory
notes.

                     About International Paper

Based in Stamford, Connecticut, International Paper Company (NYSE:
IP) -- http://www.internationalpaper.com/-- is in the forest  
products industry for more than 100 years.  The company is
currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and serve
customers in the U.S., Europe, South America and Asia.  These
businesses are complemented by an extensive North American
merchant distribution system.  International Paper is committed to
environmental, economic and social sustainability, and has a long-
standing policy of using no wood from endangered forests.

                           *     *     *

Moody's Investors Service assigned a Ba1 senior subordinate rating
and Ba2 Preferred Stock rating on International Paper Company on
Dec. 5, 2005.


INTERPUBLIC GROUP: Reports $5.8 Mil. Net Income in Third Quarter
----------------------------------------------------------------
For the three months ended Sept. 30, 2006, Interpublic Group of
Companies Inc. recorded $5.8 million of net income on $1.4 billion
of net revenues, in contrast to a $102.8 million net loss on
$1.4 billion of net revenues for the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $1.9 billion
in total assets and $1.1 billion in total liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1599

At a regularly scheduled meeting on Oct. 26, 2006, the Board of
Directors of the company elected William T. Kerr as a non-
management director.  Mr. Kerr was also appointed to serve as a
member of the Audit Committee and the Compensation Committee.

                         Material Weakness

The company has identified numerous material weaknesses in its
internal control over financial reporting, Management's Assessment
on Internal Control Over Financial Reporting, and Item 9A.,
Controls and Procedures, of its 2005 Annual Report on Form 10-K.  
As a result, the company has determined that its internal control
over financial reporting was not effective as of Dec. 31, 2005.

The Company is in the process of implementing remedial measures to
address the material weaknesses in its internal control over
financial reporting.  However, because of its decentralized
structure and its many disparate accounting systems of varying
quality and sophistication, the company has extensive work
remaining to remedy these material weaknesses.  

The Company has developed a comprehensive plan to remedy its
material weaknesses, which was presented to the Audit Committee in
July of 2006 and is in the process of being implemented.  The plan
provides for remediation of all the identified material weaknesses
by Dec. 31, 2007.  Until its remediation is completed, the company
will continue to incur the expenses and management burdens
associated with the manual procedures and additional resources
required to prepare its Consolidated Financial Statements.

                    About Interpublic Group

Interpublic Group of Companies Inc. (NYSE:IPG) --
http://www.interpublic.com/-- is one of the world's leading  
organizations of advertising agencies and marketing services
companies. Major global brands include Draft FCB Group,
FutureBrand, GolinHarris International, Initiative, Jack Morton
Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson,
Momentum, MRM, Octagon, Universal McCann and Weber Shandwick.
Leading domestic brands include Campbell-Ewald, Carmichael Lynch,
Deutsch, Hill Holliday, Mullen, The Martin Agency and R/GA.

                            *    *    *

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Moody's Investors Service assigned a Ba3 senior unsecured debt
rating to Interpublic Group Of Companies, Inc.'s (Ba3 Corporate
Family Rating) new 4.25% convertible senior notes due 2023.  The
Ba3 rating reflects a loss given default of about 66% given the
company's all-bond debt capital structure.

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Fitch Ratings has assigned a rating of 'B/RR4' to Interpublic
Group's $400 million 4.25% convertible senior unsecured notes due
March 15, 2023.  The new notes rank pari passu with other senior
unsecured indebtedness of the company.  The Outlook remains
Negative.


INTERPUBLIC GROUP: S&P Rates Proposed Floating Rate Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' rating to
floating-rate notes due 2010 proposed by Interpublic Group of Cos.
Inc., to be issued in exchange for the same principal amount of
its old floating-rate notes due 2008.

At the same time, Standard & Poor's placed the rating on these
notes on CreditWatch with negative implications.  The new notes
differ from the old notes principally in the lower interest rate
and an extension of the maturity date.

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

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

"Rating downside is currently limited to one notch," Kinzer added.

Ratings List:

   * Ratings Remaining On CreditWatch

   * Interpublic Group of Cos. Inc.

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

New Rating:

   * CreditWatch/Outlook Action

   * Interpublic Group of Cos. Inc.

      -- $250 Million Floating-Rate Notes at B/Watch Neg


INTERSTATE BAKERIES: Court Alters Performance Bonus Payment Dates
-----------------------------------------------------------------
The Honorable Jerry Venters of the U.S. Bankruptcy Court for the
Western District of Missouri modifies the payment dates of the
2005 Restructuring Performance Bonuses.

Judge Venters authorizes Interstate Bakeries Corporation and its
debtor-affiliates to pay the first half of the Performance Bonuses
on Dec. 15, 2006, and the rest will be paid off on April 30, 2007.

As reported in the Troubled Company Reporter on Nov. 8, 2006, the
Debtors' Key Employee Retention Plan provides for restructuring
performance bonuses in lieu of the Debtors' 2005 annual incentive
bonus plan.  The Restructuring Performance Bonuses were based on
the Debtors achieving a target EBITDAR of $50,000,000 for fiscal
year 2005.

The first 50% of a Restructuring Performance Bonus is payable on
the date that was the earlier of (i) the date on which the
Debtors' fiscal 2005 financial statements are complete, or (ii)
Aug. 15, 2005.

The remaining 50% of a Restructuring Performance Bonus is payable
on the date that is the later of (i) 30 days after the Effective
Date, or (ii) the Statements Completion Date.

As of Oct. 19, 2006, the Debtors have paid approximately
$3,000,000 in Restructuring Performance Bonuses.

The KERP further provided that:

   (i) no Restructuring Performance Bonuses would be payable if
       the Actual EBITDAR is less than 80% of the target EBITDAR;
       and

  (ii) the aggregate amount of the Restructuring Performance
       Bonuses was capped at approximately $6,200,000, payable
       only if the actual EBITDAR was 125% of the target EBITDAR.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Court Okays Central States Pension Fund Pact
-----------------------------------------------------------------
The Honorable Jerry Venters of the U.S. Bankruptcy Court for the
Western District of Missouri authorizes Interstate Bakeries
Corporation and its debtor-affiliates to enter into a Settlement
Agreement with the Central States Southeast and Southwest Areas
Health and Welfare Fund, and the Central States Southeast and
Southwest Areas Pension Fund.

Judge Venters also authorizes the Debtors to pay $1,076,872 to
Central States in full satisfaction of the Central States Claims.

Upon payment of the Claim Payment, the 2004 Partial Withdrawal
Liability Claim and 2001 Partial Withdrawal Liability Claim will
be deemed withdrawn with prejudice.  The Routine Audit Claims,
the Kentucky Retro Invoice Claim and the Local 215 Retro Invoice
Claim will be deemed disallowed.

If language of the Settlement Agreement is included in a plan of
reorganization that may be confirmed in the Debtors' Chapter 11
cases, the Central States Pension Fund will have no right to
receive any distribution on account of the Complete Withdrawal
Claim and will not be permitted to vote on or object to a plan of
reorganization on account of the contingent claim.

If language in Settlement Agreement is not included in the Plan,
the terms of the Settlement Agreement will govern the treatment
of the Complete Withdrawal Claim.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


JACK IN THE BOX: High Leverage Cues S&P to Cut Rating to BB-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on San
Diego, Calif.-based Jack in the Box Inc., including the corporate
credit rating to 'BB-' from 'BB'.

"The downgrade reflects leverage that remains high for the rating
category, estimated at 4.4x as of Oct. 1, 2006, and expected to
increase further, to about 5x, if its Dutch tender offer for stock
is fully successful," said Standard & Poor's credit analyst Jackie
Oberoi.

The company's financial policy has become increasingly aggressive
as evidenced by the company's Nov. 21, 2006, disclosure of a
$335 million Dutch tender share repurchase that is expected to be
partially funded with additional debt.  

The outlook is negative.

The ratings on Jack in the Box Inc. reflect the company's
participation in the intensely competitive quick-service segment
of the restaurant industry, and its leveraged capital structure.
These weaknesses are partially offset by the company's good
regional presence and generally good operating performance.
     
Jack in the Box's same-store sales have been positive for the past
13 quarters, including a 5.9% increase in the quarter ended Oct.
1, 2006.  Jack in the Box is implementing initiatives aimed at
improving the quality of its food and customer service, its
facilities, and increasing the number of premium items offered.
Initial results from these strategies have been good.

However, the company's progress could be uneven because of the
intensely competitive nature of the mature quick-service sector of
the restaurant industry.

Despite good sales growth, Jack in the Box's operating margin fell
to about 15% in fiscal 2006, from about 16% a year ago.  

"We expect that the company's margin will remain under pressure in
fiscal 2007 due to higher utility costs and intense competition,
but in the intermediate term, financial measures should improve if
the company's food and service initiatives are
successful," said Ms. Oberoi.


KIMBALL HILL: Moody's Holds Low-B Ratings on Senior Notes
---------------------------------------------------------
Moody's Investors Service affirmed all of the ratings of Kimball
Hill, Inc., including the B1 corporate family rating and the B3
rating on its senior subordinated notes.

The ratings outlook is changed to stable from positive.

The change in outlook reflects in large part two considerations:

   (1) Moody's concern that Kimball Hill's remaining in
       compliance with financial covenants, particularly the
       interest coverage covenant, will be a challenge in fiscal
       2007; and,

   (2) that a difficult overall market for housing would tend to
       rule out any upgrades in the near-to-intermediate term.

The now stable ratings outlook reflects Moody's expectations that
Kimball Hill will comply with its financial covenants with some
room to spare, will maintain debt leverage at or below 55%, and
will be cash flow positive in fiscal 2007.

The ratings recognize Kimball Hill's relatively smaller size and
scale than the typical homebuilder in the Ba category, proportion
of spec building, and the cyclical nature of the homebuilding
industry.  At the same time, the ratings acknowledge the
significant strides that the company has made in reducing debt
leverage and its acceptable to strong scores on certain of the key
metrics in the Moody's homebuilding methodology.

These ratings were affirmed:

   -- B1 corporate family rating

   -- B1 probability of default rating

   -- B3 rating on $203 million of senior subordinated notes due
      Dec. 2012

   -- Loss-Given Default assessment of LGD5, 90%

Going forward, the ratings and outlook would benefit from a
continued buildup in the company's tangible equity base to well
above $500 million, a permanent decrease in the company's adjusted
debt leverage metric to between 50% - 55%, and coming through the
downturn with positive earnings and headroom in its financial
covenants.

The ratings and outlook could be stressed by a releveraging of the
balance sheet either through substantial additional borrowings or
from one or more major impairment charges, generating negative
cash flow in fiscal 2007, or by having difficulty in complying
with its financial covenants.

Founded in Chicago in 1969, Kimball Hill, Inc. is one of the
private homebuilders in the U.S. Revenues and net income for the
fiscal year ended Sept. 30, 2005 were approximately $1.15 billion
and $87 million, respectively.


LAMAR MEDIA: Launches $400-Mil. Sr. Notes' Solicitation Consent
---------------------------------------------------------------
Lamar Media Corp. commenced solicitation of consents from holders
of record as of Nov. 17, 2006 of its outstanding $400 million
6-5/8% Senior Subordinated Notes due 2015 for an amendment to the
indenture governing the Notes.

The Company's 6-5/8% Senior Subordinated Notes due 2015-Series B
issued in August 2006 are a separate class of securities from the
Notes and are not subject to this consent solicitation.

The purpose of the proposed amendment is to allow foreign
Restricted Subsidiaries of the Company that are not guarantors of
the Notes to incur or guarantee certain types of indebtedness
under the general leverage ratio based incurrence test and under
the Company's senior credit facility in an aggregate amount at any
one time outstanding not to exceed $50 million without becoming
guarantors of the Notes.

The proposed amendment to the Indenture requires the consent of
both the holders of at least a majority in aggregate principal
amount of all the Notes outstanding and the consent of the lenders
representing a majority of the loans, letters of credit and
commitments outstanding under the Company's senior credit
facility.  The consent solicitation will expire at 5:00 p.m., New
York City time, on December 8, 2006 unless extended by the
Company.

Subject to (i) obtaining the Requisite Consents and the Senior
Lenders Consents, and (ii) execution of a supplemental indenture
by the Company, the guarantors of the Notes and the trustee for
the Notes reflecting the proposed amendment, the Company will pay
to each holder from whom the Company receives a valid and timely
consent that is not revoked a consent fee equal to $1.25 per
$1,000 in principal amount of Notes owned by such consenting
holder as of the Record Date for which consents are given and not
revoked.

Headquartered in Baton Rouge, Louisiana Lamar Media Corp.
-- http://www.lamar.com/-- is one of the largest owners and  
operators of outdoor advertising structures in the United States.

On Oct. 4, 2006, Moody's held its ratings on Lamar Media
Corporation's 7-1/4% Senior Subordinated Notes at Ba3:


LEE'S TRUCKING: Plan Confirmation Hearing Set for February 21
-------------------------------------------------------------
Judge James G. Mixon of the U.S. Bankruptcy Court for the Western
District of Arkansas will convene a hearing at 10:00 a.m., on
Feb. 21, 2007, to consider confirmation of Lee's Trucking, Inc.'s
Amended Chapter 11 Plan of Reorganization.  The hearing will be
held at the U.S. Post Office and Courthouse, 101 S. Jackson Ave.
in El Dorado, Arkansas.

As reported in the Troubled Company Reporter on Aug. 16, 2006,
Judge Mixon approved the Disclosure Statement explaining the
Debtor's original reorganization plan after First Capital
Corporation withdrew its objection.  

First Capital's withdrawal was conditioned on a modification of
the Debtor's plan.  Consequently, Judge Mixon asked the Debtor to
file an amended plan and notice the documents for vote by its
creditors.

In summary, the amended plan proposes to pay 100% of the money
owed to creditors.  To obtain funds necessary to make the payments
under its plan, the Debtor will continue to engage in its business
of transporting goods and continue to utilize the services of
First Capital.  First Capital advances monies for the Debtor's
receivables.

Jimmy D. Lee will remain as president of the Reorganized Debtor
and sole owner of its stock after confirmation of the Plan.

                     Treatment of Claims

First Capital will be paid in full consistent with its contract
with the Debtor.  No terms of the contract shall be modified.  All
liens held by First Capital will continue to the extent that First
Capital continues advancing money on receivables.

First National Bank of Crossett, BancorpSouth, Bank of the West,
Center Capital, CitiCapital, Financial Federal, PACCAR and Wells
Fargo will be paid pursuant to the terms of their contract with
the Debtor as it existed prior to the Debtor's bankruptcy filing,
with three exceptions:

     1) during a course of a year, because of changes and expenses
        in operating its business, increased fuel prices or
        decrease in customer base, the Debtor may find the need to
        forego two monthly payments on an annual basis to these
        creditors.

        In the event that in a preceding six-month period fuel
        prices should increase 20% or the Debtor's customer base
        should reduce 5%, then the Debtor can opt to forego making
        monthly payments to these creditors for two months during
        the next six-month period.

     2) unless the contract with the secured creditor is already
        longer than five years from the effective date of the
        plan, the contract will be extended to a five-year pay out
        from the effective date of the plan.  Payments will be
        made on a monthly basis.  If the current contract has a
        pay out longer than five years from the effective date of
        the plan, the contract with these creditors as to the
        length of the pay out will not be reduced.

     3) the interest charged on this contract will be reduced to
        6% per annum.  If, however, the contract has an interest
        rate of less than 6% per annum, the rate will not be
        changed.

All liens currently held by Crossett against the Debtor will
remain in full force and effect until its claim is fully paid.

The Unsecured Priority claim of the Internal Revenue Service, the
States of Arkansas and Mississippi will be paid in monthly
installments.  The obligation will bear interest at 6% per annum.
No penalty will be assessed against the prepetition debt as of
May 13, 2005.

The Debtor will pay $35,352 per month to the IRS, beginning on the
effective date of the plan, on account of its secured claim.  The
Debt will bear interest at 6% annum. No penalty shall be assessed
against the debt after May 13, 2005.  

The claim of the Internal Revenue Service, State of Arkansas and
State of Mississippi shall retain its character as a tax debt even
after confirmation of the plan.  However, if the Reorganized
Debtor should default on plan payments to the IRS or on future tax
debt, then the remaining balance of the tax debt owed under the
plan will become due and payable immediately and the Internal
Revenue Service or the State of Arkansas or Mississippi may
collect these unpaid tax liabilities through the normal collection
process of the Internal Revenue Code or the Arkansas Tax Laws or
the tax laws of Mississippi.

All unsecured creditors will recover the full amount of their
claims.  Payment will be made in monthly installments on a
pro-rata basis.  The total amount the debtor will pay on a monthly
basis to unsecured creditors will be $2,637.00.  The payments
shall begin two years after the effective date of the plan.  The
debt will not carry interest.

The Debtor will pay G.E. Capital pursuant to the terms of the
promissory notes and security agreements that existed between On
Time Freight and General Electric Capital Corporation.  All liens
currently held by G.E. will remain in full force and effect until
its claim is paid in full.

Headquartered in El Dorado, Arkansas, Lee's Trucking, Inc. --
http://www.leestrucking.com/-- transports bulk chemicals, non-   
hazardous materials, hazardous materials, and hazardous waste.  
The Company filed for chapter 11 protection on May 13, 2005
(Bankr. W.D. Ark. Case No. 05-73565).  Robert L. Depper, Jr.,
Esq., at Depper Law Firm represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


LEINER HEALTH: Sales Cue Moody's to Revise Outlook to Stable
------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Leiner
Health Products, Inc. to stable from negative.

Moody's also affirmed all ratings at existing levels, including
the bank loan at Ba3, the senior subordinated notes at Caa1, and
the Speculative Grade Liquidity rating at SGL-3.

The outlook revision is prompted by the substantial recovery in
sales and operating margins since the end of the March 2006 fiscal
year, and the associated improvement in cash flow, credit metrics,
and liquidity.

These rating actions are affirmed:

   -- $50.0 million secured revolving credit facility at Ba3,
      LGD3, 30%;

   -- $235.8 million secured term loan at Ba3, LGD3, 30%;

   -- $150.0 million 11% senior subordinated notes (2012) at
      Caa1, LGD5, 83%;

   -- Speculative Grade Liquidity Ratings at SGL-3;

   -- Corporate family rating at B2;

   -- Probability-of-default rating at B2.

The corporate family rating assignment of B2 and the stable
outlook reflect the balance of important quantitative and
qualitative attributes, most of which are solidly noninvestment
grade.

In particular, holding down the rating with B attributes are key
credit metrics such as relatively high leverage, relatively low
coverage of cash interest, and small free cash flow to debt.  Also
constraining the rating with a B characteristic is the relative
weakness of Leiner relative to its retail customers given that 86%
of sales go to the company's top 10 customers.

However, supporting the assigned ratings are the much improved
operating performance, the wide geography of the company's
distribution network across the U.S. and Canada, and the solid
market position as an important manufacturer of certain VMS and
OTC products.

The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's
opinion that operating cash flow will modestly cover capital and
working capital investment, as well as mandatory debt service, if
operating results remain at current levels.  Over the next four
quarters, Moody's does not expect permanent incremental revolving
credit facility borrowings and believes that the company will
remain in compliance with the maximum leverage and minimum
interest coverage bank loan covenants.

The stable outlook reflects that credit metrics and operating
performance have progressed to levels that solidly position the
company at the B2 corporate family rating.

For an eventual upgrade, Moody's will monitor the company's
ability to maintain the higher sales level and improved margins.
Leverage must sustainably fall below 5 times, interest coverage
improve towards 2x, and free cash flow to debt approach 7%.

Inability to maintain improving sales and operating profitability
trends or weak debt protection measures such as debt to EBITDA
above 6 times, EBIT to interest expense near 1 time, or low free
cash flow to debt could pressure the ratings.

Leiner Health Products, Inc, with headquarters in Carson,
California, manufactures private-label vitamins, minerals, and
nutritional supplements and over-the-counter pharmaceuticals.  It
also provides contract manufacturing services. Revenue for the
twelve months ending Sept. 2006 was $717 million.


LEVEL HOLDING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Level Holding Company, LLC
        1561 Francisco Street
        San Francisco, CA 94123

Bankruptcy Case No.: 06-03644

Chapter 11 Petition Date: November 22, 2006

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: K. Todd Curry, Esq.
                  Nugent, Weinman, et al., APC
                  1010 Second Avenue, Suite 2200
                  San Diego, CA 92101
                  Tel: (619) 236-1323
                  Fax: (619) 238-0465

Total Assets: $2,046,703

Total Debts:  $1,218,936

The Debtor's petition discloses that all its debts are secured.


M. FABRIKANT & SONS: Taps Donlin Recano as Claims & Notice Agent
----------------------------------------------------------------
M. Fabrikant & Sons, Inc., and its debtor-affiliates, Fabrikant-
Leer International, Ltd., ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Donlin,
Recano & Company, Inc., as their claims, noticing and balloting
agent.

Donlin Recano will:

    (a) notify all potential creditors of the filing of the
        Debtors' bankruptcy petitions and of the setting of the
        first meeting of creditors, pursuant to Section 341 of the
        Bankruptcy Code, under the proper provisions of the
        Bankruptcy Code and the Bankruptcy Rules;

    (b) maintain an official copy of the Debtors' schedules of
        assets and liabilities and statement of financial affairs
        listing the Debtors' known creditors and the amounts owed;

    (c) notify all potential creditors of the existence and amount
        of their respective claims, as evidenced by the Debtors'
        books and records and as set forth in their Schedules;

    (d) furnish a notice of the last day for the filing of proofs
        of claim and a form for the filing of a proof of claim,
        after such notice and form are approved by the Court;

    (e) file with the Clerk an affidavit or certificate of service
        which includes a copy of the notice, a list of persons to
        whom it was mailed, in alphabetical order, and the date
        the notice was mailed, within 10 days of service;

    (f) docket all claims received, maintain the official claims
        registers for each of the Debtors on behalf of the Clerk,
        and provide the Clerk with certified duplicate unofficial
        Claims Registers on a monthly basis, unless otherwise
        directed;

    (g) specify, in the applicable Claims Register, these
        information for each claim docketed:

         (i) the claim number assigned,

        (ii) the date received,

       (iii) the name and address of the claimant and agent, if
             applicable, who filed the claim,

        (iv) the filed amount of the claim, if liquidated, and

         (v) the classification or classifications of the claim,
             e.g. secured, unsecured, priority, etc., according to
             the proof of claim;

    (h) relocate, by messenger, all of the actual proofs of claim
        filed to Donlin Recano, not less than weekly;

    (i) record all transfers of claims and provide any notices of
        such transfers required by Bankruptcy Rule 3001;

    (j) make changes in the Claims Register pursuant to Court
        Order;

    (k) upon completion of the docketing process for all claims
        received to date by the Clerk's office, turn over to the
        Clerk copies of the Claims Registers for the Clerk's
        review;

    (l) maintain the Claims Register for public examination
        without charge during regular business hours;

    (m) maintain the official mailing list for each Debtor of all
        entities that have filed a proof of claim, which list
        shall be available upon request by a party-in-interest or
        the Clerk;

    (n) assist with, among other things, solicitation,
        calculation, and tabulation of votes and distribution, as
        required in furtherance of confirmation of a Plan:

    (o) provide and maintain a website where parties can view
        claims filed, status of claims, and pleadings or other
        documents filed with the Court by the Debtors;

    (p) 30 days prior to the close of these cases, an order
        dismissing Donlin Recano would be submitted terminating
        its services upon completion of its duties and
        responsibilities and upon the closing of these cases; and

    (q) at the close of the case, box and transport all original
        documents in proper format, as provided by the Clerk's
        oft-ice, to the Federal Records Center.

Louis A. Recano, principal at Donlin Recano, tells the Court that
the firm will waive any amount due and owing for services
performed or expenses incurred prior to the Debtors' bankruptcy
filing.  Mr. Recano discloses that the firm received a $10,000
retainer from the Debtors.

The firm's professionals bill:

     Claims Administration Services                    Hourly Rate
     ------------------------------                    -----------

     Case Administrators                                   $65
     Data Input                                            $35

     Consulting Services
     -------------------

     Principals/Senior Consultants/Attorneys              $185
     Bankruptcy Consultants/Attorneys                  $170 - $200
     Bankruptcy Analysts                               $130 - $155
     Programming Consultants                              $135

Mr. Recano assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The  
Company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts of more than $100 million.  The Debtors'
exclusive period to file a chapter 11 plan expires on Mar. 17,
2007.


M. FABRIKANT & SONS: Wants Until January 16 to File Schedules
-------------------------------------------------------------
M. Fabrikant & Sons, Inc., and its debtor-affiliates, Fabrikant-
Leer International, Ltd., ask the U.S. Bankruptcy Court for the
Southern District of New York to extend by an additional 45 days,
or until Jan. 16, 2007, the time within which they may file their
schedules of assets and liabilities and statement of financial
affairs.

The Debtors tell the Court that due to the size, complexity and
geographic reach of their operations, they will be unable to file
the necessary documents within the 15 day period alloted in the
Bankruptcy Code.

The Debtors contend that they need additional time in order to
collect, review and assemble the information needed in the
schedules and statement.  The additional time will also help them
ensure that the documents are as accurate as possible.

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The  
Company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets and debts of more than $100 million.  The Debtors'
exclusive period to file a chapter 11 plan expires on Mar. 17,
2007.


MASTR TRUST: Fitch Assigns Low-B Ratings on Four Cert. Classes
--------------------------------------------------------------
Fitch has taken these rating actions on the MASTR Second Lien
Trust 2005-1 mortgage pass-through certificates:

      -- Class A affirmed at 'AAA';

      -- Class M-1 affirmed at 'AA';

      -- Class M-2 affirmed at 'A';

      -- Class M-3 affirmed at 'A-';

      -- Class M-4 affirmed at 'BBB+';

      -- Class M-5 affirmed at 'BBB';

      -- Class M-6 affirmed at 'BBB-';

      -- Class M-7 affirmed at 'BB+';

      -- Class M-8 downgraded to 'B+' from 'BB';

      -- Class M-9 downgraded to 'B' from 'BB';

      -- Class M-10 downgraded to 'C' from 'B' and assigned
         'DR5'.

The affirmations affect approximately $135.3 million of the
outstanding certificates.  The downgrades affect approximately
$9.6 million of the outstanding certificates.  Fitch previously
took negative rating action on the above transaction in July 2006
by downgrading class M-10 and placing classes M-8 and M-9 on
Rating Watch Negative.

The above transaction was structured to have growing
overcollateralization after a three-month OC holiday.  The OC has
not reached its targeted level of $8.4 million  as of the Oct.
2006 distribution date.  In addition, monthly losses have exceeded
excess spread in four of the last five months causing the OC to
deteriorate from $1 million to $145,235.  

The decline in OC is a result of deterioration in the dollar
amount of excess spread due to much faster-than-expected
prepayments and rising interest rates.  The lifetime conditional
prepayment rate of the mortgage pool is 38.2%.  Based on the
performance to date, Fitch expects the OC to be completely
depleted within the next few months.  The deteriorating OC
increases the credit risk of the subordinate bonds, which is
indicated by the downgrade of classes M-8 through M-10.

The collateral of the above transaction consists of fixed-rate
loans secured by second liens on residential properties. The loans
were originated by various originators and are serviced by Irwin
Home Equity Corp.  The transaction is master serviced by Wells
Fargo Bank, N.A.

The cumulative loss is $7.3 million or 3% of the original
collateral balance.  The above transaction is seasoned 13 months
and has a pool factor of 59%.

Fitch will continue to closely monitor the above transaction.


MERRILL LYNCH: Fitch Holds Low-B Ratings $18.9MM of Certificates
----------------------------------------------------------------
Fitch Ratings affirms these certificates of Merrill Lynch Mortgage
Investors, Inc.'s series 1997-C2:

      -- $57 million class A-2 at 'AAA';
      -- Interest-only class IO at 'AAA';
      -- $27.5 million class B at 'AAA';
      -- $41.2 million class C at 'AAA';
      -- $34.3 million class D at 'AAA';
      -- $37.7 million class F at 'BBB+';
      -- $6.9 million class G at 'BB+';
      -- $12 million class H at 'B-'.

The $1.8 million class J remains at 'C/DR5'.  Class A-1 has paid
in full.

The affirmations reflect increased paydown and amortization,
offsetting the increasing concentrations and the adverse selection
in the pool since Fitch's last rating action.  As of the Nov. 2006
distribution date, the pool's aggregate principal balance has been
reduced 66.4% to $230.3 million from
$686.3 million at issuance.

Currently, three asset are in special servicing, with losses
expected on one asset.  

The largest specially serviced loan is secured by a 51,791 square
foot retail property in Albuquerque, New Mexico and is current.  
The loan transferred to the special servicer in Feb. 2003 due to
monetary default.  The borrower continues to perform under the
forbearance agreement executed in Feb. 2006.

The second largest specially serviced loan is a 58,705sf retail
property in Hickory, North Carolina and is current.  The loan
transferred to the special servicer in June 2004 due to monetary
default.  The special servicer is negotiating a forbearance
agreement with the borrower.

The third largest specially serviced asset is a 142-unit
multifamily property in Dumas, Texas and is real estate owned. The
asset was auctioned by the Trust in October 2006, and the sale is
scheduled to close in late fourth-quarter 2006.  Fitch projected
losses on this specially serviced asset are expected to be
absorbed by class J.

Fitch is monitoring the performance of the second largest loan in
the pool, a multifamily property located in Fort Worth,Texas.
Although the property has underperformed in the past, the market
has seen signs of improvement and the property is leased to 97% as
of Oct. 2006.


MERRILL LYNCH: Fitch Holds Rating on Class B-2 Issue at BB
----------------------------------------------------------
Fitch has taken rating actions on these Merrill Lynch Bank issue:
MLB USA Series 2001-A:

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA+'
      -- Class M-2 affirmed at 'AA-'
      -- Class B-1 affirmed at 'BBB';
      -- Class B-2 affirmed at 'BB'.

These affirmations, representing approximately $136.8 million of
outstanding principal, reflect collateral performance and credit
enhancement consistent with expectations.  The pool is 67 months
seasoned.  The pool factor is approximately 21%.

The collateral consists of high balance, adjustable rate mortgage
loans secured by first liens on one- to four-family residential
properties, condominiums and shares issued by private non-profit
housing corporations and related proprietary leases or occupancy
agreements.  Merrill Lynch Credit Corporation originated or
acquired all of the mortgage loans.  The loans are currently being
serviced by PHH Mortgage Corp., rated 'RPS1-' by Fitch.

At issuance, the mortgage loans had a weighted average FICO of 692
and a weighted average loan-to-value ratio of 85%.  All of the
loans have stated maturities of 25 years.


MERRILL LYNCH: Monthly Losses Cue S&P's Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from three Merrill Lynch Mortgage Investors Inc.
transactions.

Concurrently, three of these ratings are placed on CreditWatch
with negative implications, and one remains on CreditWatch
negative, where it was placed Aug. 22, 2006.  

In addition, one other rating is placed on CreditWatch negative.
Lastly, the remaining ratings from these transactions are
affirmed.

The lowered ratings and CreditWatch placements reflect monthly
losses that have continually exceeded excess interest.  During the
previous six remittance periods, monthly losses exceeded excess
interest by approximately 1.60x for series 2002-NC1, 3.20x for
series 2003-HE1, and 3.50x for series 2003-WMC1.  As of the
October 2006 distribution date, serious delinquencies ranged from
7.77% to 23.65% of the current pool principal balances.

Cumulative realized losses ranged from 1.16% to 1.39% of the
original pool principal balances.

Standard & Poor's will continue to monitor the performance of
these transactions.  If delinquencies continue to translate into
realized losses that outpace excess spread, negative rating
actions can be expected.  Conversely, if excess spread covers
losses and overcollateralization levels build toward their target
balances, the rating agency  will affirm the ratings and remove
them from CreditWatch.

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

The collateral supporting these transactions consists of 30-year
fixed- and/or adjustable-rate mortgage loans secured by first
and/or second liens on one- to four-family residential properties.
     
       Ratings Lowered And Placed On Creditwatch Negative
   
             Merrill Lynch Mortgage Investors Inc.
             
                                      Rating
                                      ------
           Series      Class    To              From
           ------      -----    --              ----
           2002-NC1    B-1      AA/Watch Neg    AAA
           2002-NC1    B-2      BBB+/Watch Neg  A+
           2003-HE1    B-3      BB/Watch Neg    BBB-

       Rating Lowered And Remaining On Creditwatch Negative

              Merrill Lynch Mortgage Investors Inc.


                                      Rating
                                      ------
           Series      Class    To               From
           ------      -----    --               ----
           2003-WMC1   B-2      BBB-/Watch Neg   A/Watch Neg

                 Rating Placed On Creditwatch Negative

                 Merrill Lynch Mortgage Investors Inc.

                                         Rating
                                         ------
             Series      Class    To               From
             ------      -----    --               ----
             2003-WMC1   B-1      AA+/Watch Neg    AA+

                         Ratings Affirmed
   
              Merrill Lynch Mortgage Investors Trust

               Series       Class          Rating
               ------       -----          ------
               2002-NC1     M-1            AAA
               2002-NC1     M-2            AAA
               2003-HE1     A-1, A-2B, S   AAA
               2003-HE1     M-1            AA+
               2003-HE1     M-2            A+
               2003-HE1     M-3            A
               2003-HE1     B-1            BBB+
               2003-HE1     B-2            BBB
               2003-WMC1    M-2            AAA


MEZZCAP COMMERCIAL: Fitch Holds Low-B Ratings on 3 Cert. Classes
----------------------------------------------------------------
Fitch affirms MezzCap's commercial mortgage pass-through
certificates, series 2005-C3:

      -- $42.0 million class A at 'AAA';
      -- Interest only class X at 'AAA';
      -- $1.8 million class B at 'AA';
      -- $1.9 million class C at 'A';
      -- $3.2 million class D at 'BBB';
      -- $1.8 million class E at 'BBB-';
      -- $1.6 million class F at 'BBB-';
      -- $1.7 million class G at 'BB';
      -- $4.9 million class H at 'B';
      -- $0.6 million class J at 'B-'.

Fitch does not rate the $3.9 million class K certificates.

The affirmations reflect stable performance and minimal paydown
since issuance. As of the October 2006 remittance report, the
pool's aggregate certificate balance has decreased 0.1% to $63.39
million from $63.44 million at issuance.

The mortgage loans consist of two notes -- the A note, or senior
component, which is not included in this trust's mortgage assets,
and the B note.  The B notes in this pool consist of subordinate
interests in the first mortgage loans.  All loans are secured by
traditional commercial real estate property types and are subject
to standard intercreditor agreements that limit the rights and
remedies of the B note holder in the event of default and upon
refinancing.  In a default, the B notes are likely to suffer
higher losses due to their subordinate positions.

One asset is currently specially serviced and is 90 days
delinquent.  The property, a 164-unit multifamily property located
in Middletown, Ohio, is suffering from a weak local multifamily
market.  The special servicer is negotiating with the borrower to
bring the loan current.  Fitch will continue to monitor the loan's
performance.


MILLENIUM SEACARRIERS: U.S. Trustee Seeks Chapter 7 Conversion
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m., on Nov. 29, 2006, to
consider the U.S. Trustee for Region 2's request to convert
Millenium Seacarriers, Inc., and its debtor-affiliates' Chapter 11
cases into liquidation proceedings under Chapter 7 of the
Bankruptcy Code.  

Alternatively, the U.S. Trustee seeks the dismissal of the
Debtors' bankruptcy cases.

According to the U.S. Trustee, the Debtors' apparent
administrative insolvency and inability to continue their business
operations and reorganize constitute cause for a Chapter 7
conversion of their cases.  

The U.S Trustee further opposes the Debtors' plan to sell
substantially all of their assets because the Debtors have
allegedly failed to show that such a sale will lead to a
confirmable plan.  

According to the U.S. Trustee, the sale proposal fixes the rights
of administrative creditors and unsecured creditors without the
attendant protections associated with the plan process.

                          Asset Sale

The Debtors are seeking to sell their assets for a minimum bid
price of $106 million, the same amount as the total claims of
Wayland Investment Fund, LLC.  Wayland has offered to acquire the
assets for the value of its claim.  As of March 2002, the Debtors
received only one other offer of approximately $400,000 for a
single vessel.  No other offers have been received to date.

The U.S. Trustee argues that the sale would permit only a partial
payment of the Debtors' total secured debt and, in essence,
benefits only Wayland.  The U.S. Trustee says that if Wayland
wants to gain the benefits of a sale under the aegis of the
Bankruptcy Court, it must explain why the purchase price is
reasonable in light of the fact that other secured creditors exist
and the sale price is inadequate to fund a plan for unsecured
creditors.

                 About Millenium Seacarriers

Millenium Seacarriers, Inc., is a holding company of international
shipping company subsidiaries engaged in the transportation of
cargo around the world on vessels acquired and operated through
its subsidiaries.  The Company and its affiliates filed for
chapter 11 protection on Jan. 15, 2002 (Bankr. S.D. N.Y. Case No.
02-10180) Christopher F. Graham, Esq., at Thacher Proffitt & Wood
represent the Debtors in their restructuring effort.  The United
States Trustee appointed a committee of unsecured creditors in
these cases; however, the committee has been unable to organize
and has not retained counsel.  When the Company filed for
protection from its creditors, it listed $85,078,831 in assets and
$112,874,053 in liabilities.


MILLS CORP: Completes Restructured Financing Deal for Xanadu
------------------------------------------------------------
The Mills Corporation has completed a restructured transaction
with Colony Capital Acquisitions, LLC and KanAm USA Management
XXII Limited Partnership regarding Meadowlands Xanadu.

This transaction eliminates future financial obligations of The
Mills to the Project, releases the Company from any obligations to
contractors, the New Jersey Sports and Exposition Authority, the
State of New Jersey, ends any guarantees and preferences and
indemnifies The Mills with respect to all pre-closing obligations
to third parties.

The Company also disclosed that, as anticipated, Laurence C.
Siegel is resigning as non-executive Chairman and that The Mills'
Board of Directors will shortly appoint a new Chairman.

Under the terms of the restructured transaction, The Mills has
issued to Colony subordinated notes with a face value of $175
million, $87.5 million maturing on September 30, 2007 and $87.5
million maturing on September 30, 2008.

Under the terms of the revised agreement, The Mills will have a
subordinated capital account of approximately $500 million which
may, in a possible future liquidity event for the partnership,
provide some financial return to The Mills.

Mark S. Ordan, the Company's Chief Executive Officer and
President, stated, "We believe from our strategic alternative
process that the completion of this transaction will facilitate
this very important process.  We are also pleased that this
transaction will further reduce our corporate overhead and
obligations and allow the Company to continue to focus on its core
assets."

The Mills expects to record an impairment charge for GAAP purposes
that equals its entire capital account including the capital
contributed over the balance of this year and the full amount of
the subordinated debt issued as a part of the revised transaction.

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns,  
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                         *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.  The SEC
initiated an informal inquiry in January after the Company
reported the restatement of its prior period financials.

Mills is restating its financial results from 2000 through
2004 and its unaudited quarterly results for 2005 to correct
accounting errors related primarily to certain investments by a
wholly owned taxable REIT subsidiary, Mills Enterprises, Inc., and
changes in the accrual of the compensation expense related
to its Long-Term Incentive Plan.

As reported in the Troubled Company Reporter on April 17, 2006,
The Mills Limited Partnership entered into an Amendment No. 3 and
Waiver to its Second Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of Dec. 17, 2004, among Mills
Limited, JPMorgan Chase Bank, N.A., as lender and administrative
agent, and the other lenders.

The agreement provides a conditional waiver through Dec. 31, 2006,
of events of default under the facility that are associated, among
other things, with: the pending restatement of the financial
statements of Mills Corporation and Mills Limited, and the delay
in the filing of the 2005 Form 10-K of Mills Corp. and Mills
Limited.


ML-CFC COMMERCIAL: S&P Puts Initial Ratings for $4.6-Bil Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ML-CFC Commercial Mortgage Trust 2006-4's
$4.618 billion commercial mortgage pass-through certificates
series 2006-4.

The preliminary ratings are based on information as of
Nov. 22, 2006.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-2FL,
A-SB, A-3, A-3FL, A1A, AM,  AM-FL, AJ, AJ-FL, B, C, D, and XP are
currently being offered publicly.  The remaining classes will be
offered privately.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.28x, a beginning LTV of 106.3%, and an ending LTV of 100.4%.

                     Preliminary Ratings Assigned
                ML-CFC Commercial Mortgage Trust 2006-4
    

  Class             Rating          Preliminary   Recommended
                                    amount        credit support
                                                      (%)
  -----             ------          ------------  --------------
  A-1                  AAA          $75,421,000    30.0000
  A-2                  AAA         $902,288,000    30.0000
  A-2FL*               AAA                    -    30.0000
  A-SB                 AAA         $124,765,000    30.0000
  A-3                  AAA       $1,340,601,000    30.0000
  A-3FL*               AAA                    -    30.0000
  A1A                  AAA         $789,833,000    30.0000
  AM                   AAA         $461,844,000    20.0000
  AM-FL*               AAA                    -    20.0000
  AJ                   AAA          $86,794,000    11.6250
  AJ-FL*               AAA                    -    11.6250
  B                    AA+          $11,546,000    11.3750
  C                    AA            $0,823,000     9.6250
  D                    AA-           $4,638,000     8.8750
  E                    A            $69,277,000     7.3750
  F                    A-           $40,411,000     6.5000
  G                    BBB+         $51,957,000     5.3750
  H                    BBB          $46,185,000     4.3750
  J                    BBB-         $63,503,000     3.0000
  K                    BB+          $17,320,000     2.6250
  L                    BB            $5,773,000     2.5000
  M                    BB-          $23,092,000     2.0000
  N                    B+            $5,773,000     1.8750
  P                    B            $17,319,000     1.5000
  Q                    B-            $5,773,000     1.3750
  S                    NR           $63,504,110     0.0000
  XP**                 AAA       $4,519,760,000     N/A
  XC**                 AAA       $4,618,440,110     N/A
  
  * Floating-rate class.  Ongoing ratings of floating-rate classes
    will be partially dependent upon the rating of the swap
    counterparty.

** Interest-only class with a notional amount.

    NR--Not rated.

    N/A--Not applicable.


MONEY STORE: Stable Performance Cues Fitch's to Lift BB Rating
--------------------------------------------------------------
Fitch Ratings has taken these rating actions of The Money Store
Business Loan Backed Certificates, series 1997-1:

      -- Class A affirmed at 'AA';
      -- Class B affirmed at 'AA-';
      -- Class M to 'BBB' from 'BB'.

The rating actions reflect continued stable performance within the
transaction and increased credit enhancement available to the
certificates.  Overall, the transaction is performing within
expectations.  

No new losses or delinquencies have occurred.  The class M
certificates are provided enhancement by the subordinate class B
certificate and a growing reserve account.  Due to the increased
loss protection, the class M certificates are upgraded to 'BBB'.

The affirmed classes are performing within expectations and have
not experienced any significant changes since Fitch's last rating
actions.

Furthermore, the Class B certificates are affirmed based on the
limited guarantee provided by Wachovia Corporation.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of changes in
performance and credit enhancement measures.


MOVIE GALLERY: Moody's Eyes Downgrade Due to 10-Q Filing Delay
--------------------------------------------------------------
Moody's Investors Service placed the long term ratings of Movie
Gallery Inc. on review for possible downgrade following the
company's announcement that it would not be able to file it third
quarter 10-Q with the SEC on a timely basis.  

The on review for downgrade reflects the risk that the company
could be served with a notice of default under its bond indenture
as a result of the delayed filing.

The speculative grade liquidity rating is affirmed at SGL-4.

These ratings are placed on review for possible downgrade:

   -- Corporate family rating at Caa1;
   -- Probability of default rating at B3;
   -- Senior secured credit facilities at B3, LGD-3-41%;
   -- Senior unsecured guaranteed notes at Caa2, LGD5-88%.

This rating is affirmed:

   -- Speculative grade liquidity rating at SGL-4.

On Nov. 14, 2006 the company announced that it is postponing the
filing of its third quarter report on form 10-Q with the SEC as a
result of a review by its independent auditor into its accounting
treatment for end of term store lease obligations to ensure
compliance with SFAS 143.

The five day grace period for the quarterly filing with the SEC
expired on November 20, 2006.  As a result, the company is at risk
for receiving notice of an Event of Default by either the trustee
of 25% of the bondholders.  The company has 45 days to cure such
default.  Should the company not be able to cure the Default
within the 45 day grace period it will trigger the company's cross
default provisions in its bank credit agreement resulting in all
the debt becoming due and payable.

Moody's review will focus on the outcome of the independent
auditors review, the timing of the company's filing of its 10Q,
and whether the trustee of 25% of the bondholders under the
indenture issues a notice of default.

Movie Gallery, headquartered in Dothan, Alabama, is a provider of
in-home movie and game entertainment in the United States. It
operates over 4,650 stores in the United States, Canada, and
Mexico under the Movie Gallery, Hollywood Entertainment, Grame
Crazy, and VHQ banners.  Pro forma revenues for fiscal year 2005
were $2.6 billion.


MUSICLAND HOLDING: ACE Group & ESIS Object to Disclosure Statement
------------------------------------------------------------------
Pacific Employers Insurance Company, ACE American Insurance
Company and other members of the ACE group of companies provided
insurance coverage to Musicland Holding Corp. and its debtor-
affiliates under various insurance policies from July 1, 2000,
through March 1, 2004.  The Policies were issued pursuant to high
deductible program agreements, which required the insureds'
obligations under the Policies to be secured by the collateral.

The Insurance Policies and Program Agreements required the
Debtors to retain a third-party claims administrator, ESIS, Inc.,
to administer, investigate, settle or defend claims.

Karel S. Karpe, Esq., at White & Williams LLP, in New York,
contends that the Second Amended Plan of Liquidation does not
explain how the Debtors' ongoing obligations, including any cure
payments, under their Agreements will be satisfied.

ACE Group and ESIS oppose the Plan to the extent that:

   (a) it does not clearly indicate whether or not their
       Insurance Policies and related Agreements will be assumed
       or rejected;

   (b) there are no provisions, which preserve their rights under
       the Insurance Policies, the related Agreements and
       applicable law;

   (c) the proposed Dispute Resolution Procedures violate their
       duties and the right to defend claims against the Debtors
       and to arbitrate disputes with the Debtors;

   (d) the Plan may prevent them from investigating,
       administering, settling and defending claims that may be
       covered under the Insurance Policies;

   (e) the claim estimation under the Plan may allow estimated
       claim amount under Section 502(c) of the Bankruptcy Code
       to resolve claims under the Insurance Policies, of which
       the Insurance Policies do not provide for; and

   (f) the Plan does not include the language set forth in the
       Disclosure Statement that nothing in the Proposed Plan
       should be deemed to alter or amend the terms and
       conditions of the Insurance Policies.

The Plan should clearly state that ACE Group and ESIS could
perform the related Agreements without violating the release and
discharge injunction provisions, Ms. Karpe asserts.

Thus, ACE Group and ESIS ask the Court to deny the Plan unless the
objections raised are resolved.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Voting Tabulation Summary for Impaired Classes
-----------------------------------------------------------------
James A. Stempel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, filed with the U.S. Bankruptcy Court for the Southern
District of New York a certification regarding the solicitation
and tabulation of votes in connection with Musicland Holding Corp.
and its debtor-affiliates' Second Amended Joint Plan of
Liquidation.

Upon review of the Ballot Tabulation Report submitted by BMC
Group, Inc., with regard to the tabulation of votes to accept or
reject the Plan, Mr. Stempel presents a summary of the voting
tabulation for impaired classes entitled to vote on the Plan:

                          Accept                 Reject
                   ---------------------   -------------------
Impaired Class      Votes                   Votes
and Description    Counted     Amount      Counted    Amount
---------------    -------  ------------   -------  ---------
Class 3 Secured       10    $142,483,707       0           $0
Trade Claim         (100%)      (100%)        (0%)        (0%)
                   -------  ------------   -------  ----------
Class 4 General      552     $60,311,250      23    $1,071,255
Unsecured Claim      (96%)      (98%)         (4%)      (2%)
                   =======  ============   =======  ==========

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NAVISTAR INT'L: Finance Unit Receives $1.2 Billion Loan Waiver
--------------------------------------------------------------
Navistar Financial Corporation, a wholly owned finance subsidiary
of Navistar International Corporation, has received a waiver and
consent from the participants in its $1.2 billion credit agreement
dated July 1, 2005.

This waiver covers a default or event of default created by NFC's
and Navistar's failure to file their annual reports on Form 10-K
with the Securities and Exchange Commission by the filing
deadline.

"We are continuing to evaluate strategies for enhancing the
stability of our capital structure and reducing overall interest
expense," said Bill Caton, Navistar executive vice president and
chief financial officer.  "This waiver from our lenders, which
extends through the end of current fiscal year ending October 31,
2007, is a sign of their confidence in our company and its
future."

Mr. Caton noted that 2006 has turned out to be an outstanding year
for the trucking industry.

"Our company fully participated in the strong market and met
internal targets for cash flow generation," Mr. Caton said.  "Our
fiscal fourth quarter ended Oct. 31, 2006, was one of the
strongest quarters ever for cash flow generation at Navistar."

Mr. Caton noted that even after the significant investments in
engine inventory of approximately $150 million, the preliminary
year-end unaudited manufacturing cash and marketable securities
was approximately $1.2 billion, as anticipated.  He added that it
is the company's intention to use cash to pay down between $200
million and $400 million of debt by the end of the calendar year.

                        About Navistar

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.nav-international.com/-- is the parent   
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  The company also provides
truck and diesel engine parts and service sold under the
International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2006,
Standard & Poor's Ratings Services held its 'BB-' corporate
credit ratings on North American heavy-duty and medium-duty
truck producer Navistar International Corp., and Navistar's
subsidiary, Navistar Financial Corp., on CreditWatch with
negative implications where they were placed on Jan. 17, 2006.

At the same time, Standard & Poor's withdrew the ratings on
several of the company's individual issue ratings, following
the completion of the company's tender offers.  The company's
$190 million 2.5% senior convertible notes (maturing in 2007)
remain outstanding and remain on CreditWatch.  The ratings were
originally placed on CreditWatch on Jan. 17, 2006.


NEWPOWER HOLDINGS: Paying Interim Liquidation Proceeds on Dec. 14
-----------------------------------------------------------------
NewPower Holdings Inc. reported that the order by the United
States Bankruptcy Court for the Northern District of Georgia,
Newnan Division, of an interim distribution of liquidation
proceeds equal to $0.07 per share to registered holders of the
Company's common stock, plus an additional distribution equal to
$0.08 per share to the registered holders other than Enron Corp.
and certain of its affiliates, became effective as of Nov. 19,
2006.

The Company disclosed that the mandatory objection period to the
Bankruptcy Court's order approving the interim distribution has
expired.  The interim distribution will be paid to holders of
record of the Company's common stock as of Nov. 30, 2006, on or
about Dec. 14, 2006.

NewPower Holdings Inc. and its debtor-affiliates filed for
chapter 11 protection on June 11, 2002 (Bankr. N.D. Ga. 02-10836).
Paul K. Ferdinands, Esq., at King & Spalding and William M.
Goldman, Esq., at Sidley Austin Brown & Wood LLP represent the
Debtors.  When the Debtors filed for chapter 11 protection, they
reported $231,837,000 in assets and $87,936,000 in debts.

On Aug. 15, 2003, the United States Bankruptcy Court for the
Northern District of Georgia, Newnan Division, confirmed the
Second Amended Chapter 11 Plan with respect to NewPower Holdings
Inc. and TNPC Holdings Inc., a wholly owned subsidiary of the
Company.  That Plan became effective on Oct. 9, 2003, with respect
to the Company and TNPC.

On Feb. 28, 2003, the Bankruptcy Court confirmed The New
Power Company's Plan, and that Plan has been effective as of
March 11, 2003 with respect to New Power.  The New Power Company
is a wholly owned subsidiary of the Company.


NEXSTAR BROADCASTING: Posts $3 Mil. Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Nexstar Broadcasting Group Inc. submitted to the Securities and
Exchange Commission its quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2006.

Nexstar Broadcasting Group Inc.'s balance sheet at Sept. 30, 2006,
showed total assets of $679 million and total liabilities of
$757 million, resulting in a total stockholders' deficit of
$78 million.

For the three months ended Sept. 30, 2006, the Company reported a
net loss of $3 million and income from operations of $9 million on
net revenue of $63 million, compared with a net loss of $8 million
and income from operations of $3 million on net revenue of
$54 million for the same quarter in 2005.

Gross local advertising revenue was $38.7 million for the three
months ended Sept. 30, 2006, compared with $36.2 million for the
same period in 2005, an increase of $2.5 million, or 6.7%.  Gross
national advertising revenue was $17.8 million for the three
months ended Sept. 30, 2006, compared with $17.2 million for the
same period in 2005, an increase of 3.4%.

The combined increase in gross local and national advertising
revenue of $3.1 million was primarily the result of an outsourcing
agreement that commenced in September 2005 between Nexstar and
WUHF, the Fox affiliate in Rochester, New York; advertising
revenue generated from the retransmission consent agreements,
which increased by approximately $1.2 million compared with the
same period in 2005; and advertising revenue from new local
customers which increased by approximately $900,000 compared with
the same period in 2005.

Gross political advertising revenue was $6.3 million for the three
months ended Sept. 30, 2006, compared with $200,000 for the same
period in 2005.  The increase was attributed to statewide and
local races, primarily in Pennsylvania, Missouri, Illinois, New
York, and Indiana.

Retransmission compensation was $2.3 million for the three months
ended Sept. 30, 2006, compared with $700,000 for the same period
in 2005, an increase of $1.6 million, or 238.8%, primarily due to
the significant increase in retransmission consent agreements, the
majority of which were completed in late 2005.

For the nine months ended Sept. 30, 2006, the Company reported a
net loss of $13 million and an income from operations of
$26 million on net revenue of $187 million, versus a net loss
$42 million and an income from operations of $11 million on net
revenue of $166 million for the comparable period in 2005.

                  Loss on Extinguishment of Debt

Loss on extinguishment of debt of $15.7 million for the nine
months ended Sept. 30, 2005, consisted of:

   -- $9.6 million in call premium related to the redemption of
      the 12% Notes in April 2005;

   -- accelerated amortization of $3.4 million of unamortized
      discount on the 12% Notes,

   -- the write off of approximately $3.6 million of certain debt
      financing costs previously capitalized on the 12% Notes,

   -- the write off of $400,000 of previously capitalized debt
      financing costs, and

   -- $1 million of transaction costs related to the refinancing
      of the senior secured credit facilities for Nexstar and
      Mission in April 2005,

   -- net of a gain of $2.3 million from the write off of a SFAS
      No. 133 fair value hedge adjustment of the carrying amount
      of the 12% Notes.

The Company disclosed that as of Sept. 30, 2006, Nexstar and
Mission Broadcasting Inc., an independently owned subsidiary, had
total combined debt of $640.8 million, representing 113.9% of
Nexstar and Mission's combined capitalization.

            Cash Requirements for Digital TV Conversion

The Company also disclosed that all of the television stations
that it and Mission own and operate are broadcasting at least a
low-power digital television signal.  The Company's conversion to
a low-power DTV signal required an average initial capital
expenditure of approximately $200,000 per station.

The FCC established dates by which all television stations were
required to be broadcasting with a full-power DTV signal.  As of
Sept. 30, 2006, only Mission's stations WUTR, WTVO, and WYOU and
Nexstar's stations WBRE, WROC, KARK, KNWA, and KFTA are
broadcasting with full-power DTV signals.  The Company and Mission
have filed requests for extension of time to construct full-power
DTV facilities for their remaining stations.  The FCC has not yet
acted on these requests for extension.

DTV conversion expenditures were $9.5 million and $4.3 million,
respectively, for the nine months ended Sept. 30, 2006, and 2005.
The Company estimates an average capital expenditure of
approximately $1.5 million per station, for 34 stations to modify
the remaining stations' DTV transmitting equipment for full-power
DTV operations.  The expenditures are expected to be funded
through available cash on hand and cash generated from operations.

             Cash Requirements for Pending Acquisition

The Company entered into a purchase agreement to acquire
substantially all of the assets of WTAJ, the CBS affiliate serving
the Altoona-Johnstown, Pa., market for $56 million in cash.  

Part of the purchase consideration is the acquisition of the FCC
license and certain assets and contracts of WLYH, The CW affiliate
serving the Harrisburg-Lancaster-Lebanon-York, Pennsylvania
market.  

The Company intends to finance the acquisition through cash on
hand and borrowings under its senior secured credit facility.  The
acquisition is expected to close in either the fourth quarter of
2006 or first quarter of 2007, subject to FCC consent.

A full text-copy of the Nexstar Broadcasting' quarterly report may
be viewed at no charge at http://ResearchArchives.com/t/s?1593

Nexstar Broadcasting Group Inc. owns, operates, programs, or
provides sales and other services to 47 television stations in 27
markets in the states of Illinois, Indiana, Maryland, Missouri,
Montana, Texas, Pennsylvania, Louisiana, Arkansas, Alabama and New
York.  Nexstar's television station group includes affiliates of
NBC, CBS, ABC, FOX and MyNetworkTV, and reaches approximately 8%
of all U.S. television households.


NRG ENERGY: Completes $1.35 Billion Hedge Reset Transactions
------------------------------------------------------------
NRG Energy Inc. completed its Hedge Reset transactions reported on
Nov. 3, 2006.  These transactions included approximately
$1.35 billion in payments made to hedge counterparties to reset
the price levels to current market prices of certain legacy hedges
acquired in February 2006.

"We received a very favorable response from our senior credit
facility holders and the high yield note market," commented Robert
Flexon, NRG Executive Vice President and Chief Financial Officer.  
"Completing these transactions provides the Company with a more
appropriate level of flexibility to execute our capital allocation
plans," added Flexon.

The payments were funded with $250 million from existing cash
balances and the proceeds of today's closing of a public offering
of $1,100 million in aggregate principal amount of 7.375% senior
notes due 2017.

NRG also disclosed the approval and closing of an amendment to its
existing senior credit facilities.  The amendments, among other
things:

   -- permit the incurrence of the debt to fund the hedge resets
      described above;

   -- increase the amount of the synthetic letter of credit
      facility from $1,000 million to $1,500 million to support
      incremental hedging activity;

   -- increase to $500 million the amount immediately available
      for unrestricted use by the Company, which may be used
      among other things for share repurchases; and

   -- provide additional flexibility to NRG with respect to
      certain covenants governing or restricting the use of
      excess cash flow, new investments, new indebtedness and
      permitted liens.

Headquartered in Princeton, New Jersey, NRG Energy, Inc. (NYSE:
NRG) -- http://www.nrgenergy.com/-- presently owns and operates    
a diverse portfolio of power-generating facilities, primarily in  
Texas and the Northeast, South Central and Western regions of  
the United States.  Its operations include baseload,  
intermediate, peaking, and cogeneration facilities, thermal  
energy production and energy resource recovery facilities.  
NRG also has ownership interests in generating facilities in  
Australia and Germany.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Fitch affirmed NRG Energy's Senior secured term loan B at
'BB'/'RR1'; Senior secured revolving credit facility at
'BB'/'RR1'; Senior notes to 'B+'/'RR3'; Convertible preferred
stock at 'CCC+'/'RR6'; Issuer default rating (IDR) at 'B'
ratings of following the company's announced hedge reset
and capital allocation program.  The Rating Outlook is Stable.


NUTRAQUEST INC: Ordinary Administrative Claims Deadline is Dec. 4
-----------------------------------------------------------------
All holders of ordinary course administrative expense claims in
Nutraquest Inc.'s chapter 11 case, unpaid as of Nov. 3, 2006, must
submit their written proofs of claim on or before Dec. 3, 2006,
to:

     a) Judith Moor, Esq.
        Nurtaquest Inc.
        2231 Landmark Place
        Manasquan, NJ 08736

     b) Simon Kimmerman, Esq.
        Sterns & Weinworth PC
        P.O Box 1298
        50 West State Street, Suite 1400
        Trenton, NJ 08607

              -- and --

     c) Natalie Ramsey, Esq.
        Montgomery McCracken Walker & Rhoads LLP
        123 South Broad Street
        Philadelphia, PA 19109

Holders of special administrative expense claims, unpaid as of the
effective date of the Debtor's plan of reorganization, must
file their written proofs of claims on or before the 30th day
after that Plan's effective date, with the Clerk of New Jersey
District Court at this address:

   Office of the Clerk
   United States District Court
   District of New Jersey
   402 East State Street
   Trenton, NJ 08625

Copies of special administrative expense proofs of claim must also
be served upon:

     a) Simon Kimmerman, Esq.
        Sterns & Weinworth PC
        P.O Box 1298
        50 West State Street, Suite 1400
        Trenton, NJ 08607

     b) Fran B. Steele, Esq.
        The Office of the U.S. Trustee
        One Newark Center
        Newark, NJ 07102
        
              -- and --
     
     c) Natalie Ramsey, Esq.
        Montgomery McCracken Walker & Rhoads LLP
        123 South Broad Street
        Philadelphia, PA 19109

Special administrative expense claims include applications for
final allowances of compensation and reimbursement of expenses for
professional services.

Objections to ordinary course administrative expense claims, if
any, must be filed by 4:00 p.m. on Jan. 2, 2007, with the New
Jersey District Court.

Objections to special administrative expense claims, if any, must
be filed with the New Jersey District Court by 4:00 p.m., 30 days
after the effective date of the Debtor's Plan.

Headquartered in Manasquan, New Jersey, Nutraquest Inc. markets
ephedra-based weight loss supplement, Xenadrine RFA-1.  The
Company filed for chapter 11 protection on October 16, 2003
(Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and Simon
Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the Debtor
in its restructuring efforts.  David D. Langfitt, Esq., and
Gregory M. Harvey, Esq., at Montgomery, McCracken, Walker & Rhoads
represent the Official Committee of Unsecured Creditors.  
When the Company filed for protection from its creditors, it
listed estimated assets of $10 million to $50 million and
estimated debts of $50 million to $100 million.


O'CHARLEY'S INC: S&P Holds Corporate Credit Rating at BB-
---------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB-'
corporate credit rating on Nashville, Tennessee-based O'Charley's
Inc.

The outlook is stable.

At the same time, Standard & Poor's assigned a 'BB' rating to
O'Charley's $125 million revolving credit facility due 2011.  This
and a recovery rating of '1' indicate lenders can expect full
recovery of principal in the event of a payment default.  Proceeds
from the loan will be used primarily to refinance the existing
revolver and for working capital, capital expenditures, and
general corporate purposes.

"The ratings on O'Charley's reflect the company's relatively small
market position in the highly competitive casual dining sector of
the restaurant industry, weak operating trends, and a highly
leveraged capital structure," said Standard & Poor's credit
analyst Diane Shand.

These factors are partly offset by favorable growth prospects for
casual dining.

The company operates O'Charley's, Ninety Nine, and Stoney River
restaurants.  Although the O'Charley's chain has a large presence
in its markets, it maintains a relatively small market share among
casual dining chains, compared with Applebee's, Chili's, Outback,
and Red Lobster.  Many of these competitors have substantially
greater financial and marketing resources and continue to expand
rapidly.  Still, prospects for the varied-menu casual dining
sector are favorable, with the dining-out trend in the U.S.
driving growth.  The sector grew 8% in 2005.


OPTI CANADA: Moody's Pares Corp. Family Rating to Ba3 from Ba2
--------------------------------------------------------------
Moody's Investors Service downgraded OPTI Canada Inc.'s Corporate
Family rating to Ba3 from Ba2 due to higher leverage and project
costs.  

Moody's assigned a Ba3 rating to OPTI's pending senior
CDN$500 million first lien secured 5-year revolving credit
facility, a B1 rating to its pending senior $1 billion second lien
secured 8-year note offering, and affirmed OPTI's Ba3
$450 million senior 7-year Term Loan B rating.

The notes and revolver would replace OPTI's unrated first secured
CDN$900 million Project Debt facility.  The second secured TLB
would then convert to first secured status, ranking pari-passu
with the new revolver.

The rating outlook is stable, though the ratings are assigned
subject to final terms and conditions reasonably matching
expectations built into the ratings.

OPTI is a 50/50 working interest partner with Nexen Inc. in a four
phase development of three oil sands leases in the Athabasca oil
sands region of Alberta, Canada.

OPTI and Nexen are deep in Phase I development of an integrated
project involving:

   (a) steam assisted gravity drainage production of bitumen;

   (b) bitumen upgrading into light sweet synthetic crude oil;
       and,

   (c) cogeneration.

The JV has also begun spending for the nearly identical Phase II.

Moody's analyst Andrew Oram noted that Long Lake has incurred
significant cost increases, similar to all oil sands projects in
the region, with Phase I now estimated to cost $4.6 billion, or
20% more than $3.8 billion as of April 20 2006 when OPTI was first
rated.

The Corporate Family rating downgrade reflects:

   -- substantially higher consolidated pro-forma debt and  
      leverage;

   -- a reduced degree of creditor control over project outlays
      with the pending Project Debt facility cancellation;

   -- the 20% project cost increase, and a currently modest delay
      in project completion and start-up dates.

Though the project is nearing 90% construction completion of the
upstream segment and 60% completion of the downstream, or,
upgrader segment, the project still faces the possibility of
further material cost overruns or delays, particularly for the
bitumen upgrader.

Due to large project cost increases, to gain continued access to
its Project Debt facility OPTI doubled its back-up cost overrun
funding by arranging a CDN$200 million unrated bridge loan to
augment its existing CDN$200 million in contingent equity funding
cushion.  

By reestablishing at least CDN$200 million of back-up funding in
excess of estimated costs, OPTI met the Project Debt facility's
requirement for that amount of cost overrun cushion to be
available before each new drawdown of the facility.  The bridge
loan allows borrowings for a period of up to 120 days.  

Because the Project Debt facility would be cancelled upon the note
offering, project lenders consented to OPTI's use of a debt bridge
facility to augment the back-up equity cushion.

Note proceeds would fund a significant interest reserve account
with remaining proceeds and the revolver funding:

   (a) repayment of approximately C$341 million in Project Debt
       facility borrowings;

   (b) future Phase I development costs and a portion of Phase II
       costs; and,

   (c) resource delineation and evaluation across all of OPTI's
       oil sands leases.

To facilitate OPTI's ability to fund future project phase
development costs, we believe the note indenture would contain
liberal carveouts for additional and secured debt as well as for
restricted payments.  As well, TLB permits OPTI to add another
CDN$250 million of debt pari passu to TLB and the new revolver,
under certain conditions.

Amended TLB and the new revolving credit facility are rated at the
Corporate Family Rating.  That reflects their senior first secured
standing in the capital structure of an evolving project asset
base whose first substantial cash flow will not be until 2008.  
The B1 rated notes are notched below the Corporate Family Rating
to reflect their comparatively junior position in the capital
structure.  The bonds hold a second lien on all the project leases
and assets, subordinated to the TLB and revolving credit facility.

The ratings are supported by:

   (a) roughly C$1.4 billion of first-in cash common equity;

   (b) a very large world scale resource base engineered by a
       major third-party engineering firm;

   (c) the deep pockets, managerial, operational, and technical
       depth, services sector influence, and synthetic crude oil
       marketing capacity of investment grade partner Nexen;

   (d) a narrowing of the reservoir risk band through evaluation
       of drilling and subsurface information derived from a
       large number of drilled Phase I horizontal steam injection
       and production well pairs, many delineation wells in the
       Leismer and Cottonwood leases; and,

   (e) surface project technology and design that is deemed to
       not encompass inordinate or insurmountable risk to
       completion or ongoing performance of the project.

The ratings are also supported by:

   (a) a 2 1/2 year TLB interest reserve account;

   (b) OPTI's call on $C200 million of contingent equity from
       certain private investors;

   (c) a third party technical evaluation of OPTI's drilling
       program, including well pair location, well string
       architecture and drilling procedures, and indicating
       reasonably low drilling risk across a large established
       reserve base; and,

   (d) SAGD technology is more than 7 years into commercial
       status after 20 years of pilot project experience in the
       region.

The ratings are restrained by:

   (a) very high front-end capital costs, substantial front-end
       leverage, and inherent project risk of completing Phases I
       and II on time without further cost increases;

   (b) the complexity of integrated oil sands and upgrader
       projects;

   (c) characteristic project start-up risks upon completion and
       the challenge of keeping all mutually dependent upstream
       and downstream units online once in commercial operations;

   (d) inherent uncertainty about the pivotal ultimate
       sustainable steam/oil ratio in the upstream segment;

   (e) a risk of much higher SAGD production costs if the
       upgrader's innovative asphaltene gasification unit is
       down; and,

   (f) the inability of the upgrader to run if that unit is down.

Demonstration that the project can reasonably perform in
accordance with design specifications would largely mitigate
operating risks.

In return for a first lien on Long Lake's assets and contracts
upon retirement of the Project Debt facility, TLB would permit the
new C$500 million revolver, the $1 billion note offering, and
C$200 million bridge facility.

The revolver will be first secured on Long Lake and, except for a
shorter 5-year maturity, will be pari passu with TLB through an
intercreditor agreement.  The revolver would have a cash flow
sweep that rises with EBITDA leverage and its principal covenants
include maximum Debt/EBITDA of 4 and EBITDA/Interest expense of 2.  

With TLB, the revolver will exist at the parent OPTI, both TLB and
the revolver will receive their senior first secured status by
means of a first secured senior guarantee from the project
subsidiary.

The notes will also be located at parent and receive a senior
second secured guarantee from the project subsidiary.

OPTI's 50% share of Phase I proven undeveloped and probable
bitumen reserves is approximately 455 million barrels.  

Moody's believes that, in light of the fact that Phases II, III,
and IV will be nearly identical to Phase I, and given Phase I's
current cost estimates, Moody's believes that Phase II, III, and
IV costs will exceed CDN$4.6 billion (50% OPTI).

The future scale of bitumen production, and operating and capital
costs of that production, face the inherent risk across the areal
extent of OPTI/Nexen's acreage of:

   -- inconsistent reservoir rock homogeneity, quality, and
      reservoir thickness;

   -- existence of permeability barriers that can impede steaming
      and production; and,

   -- amount of steam needed per barrel of produced bitumen.

Also, the upgrader's sustainable synthetic crude yield per bitumen
barrel, unit production costs, and unscheduled downtime pattern
will not be clear until it has been operating for several
quarters.

Bitumen is a high density, extremely viscous, high sulfur
hydrocarbon that, in the deeper Athabasca oil sands deposits, is
heated downhole to separate it from the oil sands and flow to the
surface where the bitumen is then diluted with light condensate,
syncrude, or other diluent to flow through pipelines.

After completing heavy investment in the upgrader, Long Lake will
upgrade inherently low value bitumen into much higher value
synthetic crude oil that Moody's believes will sell in the range
of, but at a discount to, conventional light sweet crude oil.  The
assay of synthetic crude oil prevents it from being a full one-
for-one substitute for conventional light sweet crude though OPTI
believes its synthetic crude will close some of that assay gap.

However, synthetic crude oil production is also rising faster than
regional demand and the sector's ability pipeline it to the large
West Coast refining market or deliver it at all the very large
Gulf Coast market.  However, reported pipeline projects should
considerably improve the regional syncrude demand and supply
equation over the next few years.

OPTI Canada Inc. is headquartered in Calgary, Alberta, Canada.


OPTI CANADA: S&P Rates Proposed CDN$550-Mil. Facility at BB+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating, with
a recovery rating of '1', on OPTI Canada Inc.'s proposed five-year
CDN$500 million senior secured revolving credit facility.  The '1'
recovery rating indicates a high expectation of recovery in
principal in the event of payment default.

In addition, Standard & Poor's assigned its 'BB' rating, with a
recovery rating of '2', to OPTI's $1 billion secured notes.  The
'2' recovery rating indicates the expectation of substantial
recovery of principal in the event of payment default.  At the
same time, Standard & Poor's affirmed its 'BB' long-term corporate
credit rating and its 'BB+' bank loan rating, with a
recovery rating of '1', on OPTI's seven-year US$450 million
secured term loan B.

The outlook is stable.

OPTI will use the new debt facilities to revise its capital
structure.  The $1 billion secured notes will be used to repay the
amount drawn under OPTI's existing CDN $900 million project
facility and to fund construction of Phase 1 of its Long Lake
project.  The revolving credit facility will be used for general
corporate purposes, including project costs associated with the
construction of Phase 1 of its Long Lake project, initial
engineering costs for Phase 2, land lease acquisitions, and
prefunding of interest payable until Dec. 2008.

With the removal of the CDN$900 million project facility, the
security pledged to the existing term loan B will substantially
improve in value.  Although the new revolving credit facility will
rank pari passu with the term loan B, the security continues to
support full recovery of the first-lien facilities under Standard
& Poor's default scenario.  As such, Standard & Poor's views the
pro forma capital structure as neutral to OPTI's credit profile.

"We view the changes to the company's capital structure, with the
new debt facilities and retirement of the project facility, as
neutral to the company's financial risk profile, despite the
moderate increase in balance sheet leverage under the assumption
that the CDN$500 million credit facility is fully drawn," said
Standard & Poor's credit analyst Jamie Koutsoukis.

"The new revolving credit facility will improve OPTI's financial
flexibility, as it provides the company with contingency funds to
ensure the completion of Phase 1 of the Long Lake project, as well
as provide for some initial Phase 2 spending," Ms Koutsoukis
added.

The stable outlook reflects the rating agency's expectation that
OPTI will complete Phase 1 of its Long Lake project and will
generate sufficient positive operating cash flow in 2009 to meet
its debt and maintenance capital expenditure commitments.  The
stable outlook also incorporates Standard & Poor's expectation
that the company will manage the risks associated with its multi-
stage oil sands development project to their existing rating level
without any material deterioration to its financial profile.  If
OPTI encounters any further cost overruns on Phase 1 of its Long
Lake project in excess of CDN$150 million, or if leverage exceeds
60% as it proceeds with expansion phases, a negative rating action
could occur.


OWENS CORNING: Insurance Cos. Want Administrative Claims Allowed
----------------------------------------------------------------
Several insurance companies that provided coverage or other
services to Owens Corning and its debtor-affiliates ask the
Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to allow their administrative expense claims:

     (1) American Home Assurance Company;

     (2) American Home Assurance Company-Canada;

     (3) American International Specialty Lines Insurance
         Company;

     (4) AIU Insurance Company;

     (5) AIU North America, Inc.;

     (6) Commerce and Industry Insurance Company;

     (7) Illinois National Insurance Company;

     (8) Lexington Insurance Union Fire Insurance Company of
         Pittsburgh, PA;

     (9) New Hampshire Insurance Company;

    (10) Starr Excess Liability Insurance International Limited-
         United Kingdom; and

    (11) certain other affiliates of American International
         Group, Inc.

Frederick B. Rosner, Esq., Duane Morris LLP, in Wilmington,
Delaware, says the Administrative Expense Claims relate to Owens
Corning's unpaid obligations under certain policies issued by the
Insurers.  The unpaid obligations consist of premiums, certain
deductibles, self-insured retentions, reimbursement obligations,
any additional premium, fees, expenses and related costs.

Mr. Rosner notes the Insurers continue to provide accident &
health, aviation, fidelity, general liability, inland marine,
property, and workers' compensation insurance coverages, among
others.  The Policies cover various periods commencing in August
1998 and ending Dec. 31, 2049.

A list of the postpetition policies issued to the Debtors is
available for free at:

              http://researcharchives.com/t/s?156e

The Insurers and the Debtors may have entered or may in the
future enter into additional policies during the pendency of the
bankruptcy cases, Mr. Rosner notes.

Mr. Rosner asserts that it is well settled that:

    * insurance is a recognized means of protecting and
      preserving the estate, thus providing a benefit to the
      estate; and

    * the insurance provider is to be awarded administrative
      expense priority for the pro rata share of the premium
      during the postpetition period in which the estate received
      benefits from the insurance contract.

The Insurers, therefore, are entitled to administrative expense
status pursuant to Section 503(b) of the Bankruptcy Code for all
amounts, liquidated, unliquidated, contingent or otherwise, for
insurance and other services provided to the Debtors after the
Petition Date.

If any amounts become liquidated and due, the Insurers want to be
paid in the ordinary course of business, Mr. Rosner tells the
Court.

The Insurers' request is not intended to waive any right to
arbitration, Mr. Rosner notes.  The Insurers reserve the right to
seek arbitration of any dispute arising in connection with the
Motion.  To the extent of any pre-existing arbitration agreement,
the Court's jurisdiction to resolve disputes should be limited to
referring those disputes to arbitration and enforcing any
arbitration award, Mr. Rosner adds.

In pursuing payment of their administrative expense claim, Mr.
Rosner says, the Insurers:

      (i) do not submit to the jurisdiction of the Court for any
          purpose other than with respect to the Motion;

     (ii) do not waive their rights against any other persons
          liable for all or part of the request for payment;

    (iii) reserve their rights to:

          * amend or supplement their Motion;

          * assert all claims, causes of action, defenses,
            offsets or counterclaims; and

          * cancel or rescind any and all of the agreements,
            which are the subject of the Administrative Expense
            Claims.

                      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: Releases Financial Results for Third Quarter 2006
----------------------------------------------------------------
Owens Corning and its debtor-affiliates have reported consolidated
net sales and operating results for the third quarter and the
first nine months of 2006.  The company reported record third-
quarter consolidated net sales of $1.661 billion, compared with
$1.618 billion in the third quarter of 2005, representing a 2.7
percent increase from the prior year.

"Third-quarter results were in-line with our expectations,"
said Dave Brown, president and chief executive officer.
"Although we experienced significant increases in energy,
transportation and raw material costs, we are pleased that we
delivered record financial results through the first nine months
of 2006."

"The strong demand for our products and services that we
experienced in the first half of the year softened in the third
quarter due to the slowing U.S. housing market," said Mr. Brown.
"While our Insulating Systems segment continued to perform at a
high level, the results of our Roofing and Asphalt segment were
affected by diminished storm-related demand.  Our Composite
Solutions segment experienced strong demand globally.

"We anticipate that the continued decline in housing starts
will translate into weaker demand for our building materials
products in the fourth quarter of 2006.  However, as we have in
the past, we're aggressively managing our business to anticipate
and meet the changing demands of the marketplace."

Owens Corning also announced today that shares of its common
stock that will be issued at the time of emergence from Chapter
11 have been approved for listing on the New York Stock Exchange
under the ticker symbol "OC."  In anticipation of emergence,
currently scheduled for Oct. 31, 2006, such common shares began
trading on a "when-issued" basis on Monday, Oct. 23, 2006.  
"Regular-way" trading is anticipated to begin on or about Nov. 1,
2006.

Highlights of Consolidated 2006 Third-Quarter and Nine-Month
Results:

       * Third-quarter reported income from operations was $159
         million, compared with $139 million for the same period
         of 2005, an increase of 14.4 percent.  For the first
         nine months of 2006, income from operations was $442
         million, compared with a loss from operations of $3.973
         billion for the same period of 2005.  The loss from
         operations for the first nine months of 2005 was
         primarily a result of an additional $4.342 billion
         provision for asbestos liability, which the company
         recognized in the first quarter of 2005.

         When communicating the operating performance of the
         company to its Board of Directors and employees,
         management excludes certain items, including those
         related to the company's Chapter 11 proceedings,
         asbestos liabilities, restructuring and other
         activities, so as to improve comparability over time.  
         In the third quarter of 2006, such items amounted to a
         net credit of $5 million of additional income, compared
         with a net charge of $7 million during the same period
         of 2005.  After excluding items affecting comparability,
         adjusted income from operations for the third quarter
         was $154 million, compared with $146 million in 2005.

         In the first nine months of 2006, such items amounted to
         a net credit of $16 million of additional income,
         compared with a net charge of $4.368 billion.  After
         excluding items affecting comparability, adjusted income
         from operations for the first nine months was $426
         million, compared with $395 million in 2005.

       * Net sales for the first nine months were a record $4.984
         billion, compared with $4.610 billion in the first nine
         months of 2005, representing an 8.1 percent increase
         from the prior year.  The increase was primarily the
         result of favorable pricing actions offsetting inflation
         in the Insulating Systems and Roofing and Asphalt
         segments, combined with revenue from a recent Composite
         Solutions acquisition in Japan.

       * For the first nine months, the company's continued focus
         on employee safety resulted in a nine percent reduction
         in injuries compared with the same period last year.

       * Owens Corning completed its acquisition of the
         Modulo/ParMur Group in September 2006.  The acquisition
         expands the global reach of Owens Corning's manufactured
         stone veneer business in the European building products
         market.

       * On July 27, 2006, Owens Corning announced its intent to
         merge its glass fiber reinforcements business with
         Saint-Gobain's Reinforcement and Composites businesses
         into a new company to be called Owens Corning-Vetrotex
         Reinforcements.  The new company would be majority-owned
         by Owens Corning and would accelerate the company's
         ability to serve a broader range of customers with an
         expanded product range and greater geographic reach.
         Subject to reaching a definitive agreement between the
         parties and obtaining regulatory approvals, the
         transaction is expected to close in the first half of
         2007.

Gross margin as a percentage of consolidated net sales for
the third quarter decreased 1.1 percentage point, compared with
the same period of 2005.  The Insulating Systems segment gross
margin improved as a result of demand in the U.S. housing and
remodeling markets, offset by lower margins in Roofing and
Asphalt and Composite Solutions.

Selling, General and Administrative (SG&A) expenses, as a
percentage of consolidated net sales for the third quarter, were
8.5 percent, compared with 8.9 percent in the same period of
2005.  For the first nine months of 2006, SG&A expenses were 8.3
percent compared with 8.9 percent in the prior year period.  This
improvement in productivity was primarily due to increased net
sales.

Third-Quarter 2006 Business Segment Highlights:

   Insulating Systems

       * Sales were $529 million, compared with $502 million in
         the third quarter of 2005, representing a 5.4 percent
         increase from the prior year.  The increase was driven
         by favorable pricing which offset lower volumes in most
         major product categories.

       * Income from operations increased 17.9 percent to $125
         million, compared with $106 million in the prior year
         period.  Favorable pricing and improved productivity
         offset cost inflation and lower volumes in most major
         product categories.

   Roofing and Asphalt

       * Sales were $458 million, compared with $453 million in
         the third quarter of 2005, representing a 1.1 percent
         increase from the prior year.  The increase was
         primarily the result of price increases, generally
         reflecting the pass through of higher raw material and
         transportation costs, which slightly offset volume
         declines.

       * Income from operations decreased 52.4 percent to $20
         million, compared with $42 million in the prior year
         period.  The decrease was primarily due to a significant
         increase in asphalt costs and lower volumes versus
         the prior period, which was positively impacted by
         significant storm-related demand.

   Other Building Materials and Services

       * Sales were $328 million, compared with $341 million in
         the third quarter of 2005, representing a 3.8 percent
         decrease from the prior year.  The decline was primarily
         the result of volume declines in vinyl siding products,
         partially offset by growth in manufactured stone veneer
         products.

       * Income from operations decreased 42.9 percent to $8
         million, compared with $14 million in the prior year
         period.  The decrease was due to lower margins in the
         construction services business combined with decreased
         vinyl siding and other building materials product
         volumes, partially offset by improved volumes in
         manufactured stone veneer products.

   Composite Solutions

       * Sales were $393 million, compared with $371 million in
         the third quarter of 2005, representing a 5.9 percent
         increase from the prior year.  The acquisition of a
         manufacturing facility in Japan from the Asahi Glass Co.
         Ltd. on May 1, 2006 was the primary contributor to the
         increase in sales.

       * Income from operations for the quarter ended Sept. 30,
         2006, was $45 million, a 45.2% increase from the 2005
         level of $31 million.  The improvement was primarily the
         result of a $12 million gain related to insurance
         recoveries associated with the July 2005 flood of the
         Taloja, India manufacturing facility and $10 million
         related to gains on the sale of metals used in certain
         production tooling in the third quarter of 2006.

       * Without the gains related to insurance recoveries and
         the sale of metals, income from operations for the third
         quarter would have declined due to lower prices and
         inflation in raw materials, energy and transportation,
         partially offset by improved manufacturing productivity,
         compared to the prior year period. In addition, the
         third quarter of 2005 included approximately $2 million
         in flood-related cost associated with our manufacturing
         facility in Taloja, India.

                        Business Outlook

The reported slowing of housing starts from record highs and
recent increases in U.S. housing inventory are beginning to
weaken demand for some of our building materials products.  These
factors could impact our capacity utilization and selling prices
for certain products in the fourth quarter of 2006.

Partially offsetting the recent softening of housing start-
related demand, the Energy Policy Act of 2005 may stimulate
demand for qualifying insulation products.  Owens Corning is also
launching marketing programs that are intended to expand the use
of Owens Corning products in residential and commercial
applications.

Owens Corning will continue to focus on managing capacity,
introducing product offerings, and eliminating inefficiencies in
our business and manufacturing processes to offset the effects of
any softening demand.

For the year 2006, Owens Corning remains confident that
income from operations, excluding items impacting comparability,
will exceed the comparable adjusted income from operations of
$544 million in 2005.

                     Progress Toward Emergence

The U.S. Bankruptcy Court for the District of Delaware approved
Owens Corning's Plan of Reorganization on Sept. 26, 2006.  The
U.S. District Court affirmed the company's confirmation order on
Sept. 28, 2006.  These court approvals pave the way for Owens
Corning to emerge from Chapter 11 on or about Oct. 31.

Owens Corning's creditors and shareholders overwhelmingly
supported the plan, which fairly compensates individuals who were
harmed by exposure to asbestos-containing products produced
through 1972, and will permanently resolve the company's asbestos
liability.

A full-text copy of Owens Corning's Form 10-Q Report is available
for free at the Securities and Exchange Commission at:

              http://researcharchives.com/t/s?146d

                 Owens Corning and Subsidiaries
                  Consolidated Balance Sheets
                   As of September 30, 2006
                         (In millions)

                             ASSETS

CURRENT
     Cash and cash equivalents                            $1,465
     Receivables, less allowance of $19 million              771
     Inventories                                             612
     Other current assets                                    218
                                                     -----------
         Total current                                    $3,066
                                                     -----------
OTHER
     Restricted cash - asbestos & insurance related          206
     Restricted cash, securities & other - Fibreboard      1,500
     Deferred income taxes                                 1,630
     Pension-related assets                                  427
     Goodwill                                                245
     Investment in affiliates                                 83
     Other non-current assets                                218
                                                     -----------
         Total other                                       4,309
                                                     -----------
PLANT & EQUIPMENT, at cost
     Land                                                     86
     Buildings & leasehold improvements                      809
     Machinery & equipment                                 3,417
     Construction in progress                                159
                                                     -----------
                                                           4,471
     Accumulated depreciation                             (2,372)
                                                     -----------
          Net plant and equipment                          2,099
                                                     -----------
TOTAL ASSETS                                              $9,474
                                                     ===========

                 LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT
     Accounts payable & accrued liabilities               $1,112
     Accrued postpetition interest                           963
     Short-term debt                                           6
     Long-term debt - current portion                         13
                                                     -----------
         Total current                                     2,094
                                                     -----------
Long-Term Debt                                                46
                                                     -----------
OTHER
     Pension plan liability                                  702
     Other employee benefits liability                       403
     Other                                                   212
                                                     -----------
         Total other                                       1,317
                                                     -----------
LIABILITIES SUBJECT TO COMPROMISE                         13,539
                                                     -----------
COMPANY OBLIGATED SECURITIES OF ENTITIES HOLDING
SOLELY PARENT DEBENTURES - SUBJECT TO COMPROMISE             200
                                                     -----------
MINORITY INTEREST                                             50
                                                     -----------
STOCKHOLDERS' DEFICIT
     Preferred stock, no par value 8,000,000 shares
         authorized, none issued or outstanding                -
     Common stock, part value $0.10 per share,
         100,000,000 shares authorized, 55.3 issued
         and outstanding                                       6
     Additional paid in capital                              692
     Accumulated deficit                                  (8,169)
     Accumulated other comprehensive loss                   (300)
     Other                                                    (1)
                                                     -----------
         Total stockholders' deficit                      (7,772)
                                                     -----------
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY                  $9,474
                                                     ===========


                   Owens Corning and Subsidiaries
                Consolidated Statement of Operations
              For the Quarter Ended September 30, 2006
                           (In millions)

NET SALES                                                 $1,661
COST OF SALES                                              1,368
                                                     -----------
         Gross Margin                                        293

OPERATING EXPENSES
     Marketing & administrative expenses                     141
     Science & technology expenses                            14
     Restructuring costs                                      10
     Chapter 11-related reorganization items                   1
     Provision for asbestos litigation claims, Owens           3
     Provision for asbestos litigation claims, Fibreboard    (13)
     Gain on sale of fixed assets and other                  (22)
                                                     -----------
         Total operating expenses                            134
                                                     -----------
INCOME FROM OPERATIONS                                       159
Interest expense, net                                         71
                                                     -----------
INCOME BEFORE INCOME TAX BENEFIT                              88
Income tax benefit                                            25
                                                     -----------
INCOME BEFORE MINORITY INTEREST & EQUITY
  IN NET EARNINGS OF AFFILIATES                               63
Minority interest & equity in net earnings
  of affiliates                                               (1)
                                                     -----------
NET INCOME                                                   $62
                                                     ===========


                   Owens Corning and Subsidiaries
                Consolidated Statement of Cash Flows
                Nine Months Ended September 30, 2006
                           (In millions)

NET CASH FLOW FROM OPERATIONS
     Net income                                             $376
     Reconciliation of net cash used for operations
     Non-cash items:
         Provision for asbestos litigation claims             21
         Depreciation and amortization                       184
         Gain on sale of fixed assets                        (49)
         Impairment of fixed assets                            2
         Change in deferred income taxes                    (164)
         Provision for pension and other employee benefits    74
         Provision for postpetition interest/fees            228
     Increase in receivables                                 (99)
     Increase in inventories                                (118)
     Increase in prepaid and other assets                    (41)
     Decrease in accounts payable & accrued liabilities      (68)
     Proceeds from insurance for asbestos litigation
         claims excluding Fibreboard                          18
     Pension fund contribution                               (14)
     Payments for other employee benefits liabilities        (20)
     Increase in restricted cash - asbestos and
        insurance related                                    (17)
     Increase in restricted cash, securities,
        and other - Fibreboard                               (67)
     Other                                                    (2)
                                                      ----------
         Net cash flow from operations                       244

NET CASH FLOW FROM INVESTING
     Additions to plant and equipment                       (270)
     Investment in subsidiaries & affiliates, net of
         cash acquired                                       (47)
     Proceeds from the sale of assets or affiliate            65
                                                      ----------
         Net cash used for investing                        (252)
                                                      ----------
NET CASH FLOW FROM FINANCING
     Payment of equity commitment agreement fee             (100)
     Proceeds from issuing long-term debt                     17
     Payments on long-term debt                               (7)
     Net decrease in short-term debt                          (1)
     Net decrease in subject to compromise                     -
     Other                                                     -
                                                      ----------
         Net cash used for financing                         (91)
                                                      ----------
Effect of exchange rate changes on cash                        5
                                                      ----------
Net increase in cash and cash equivalents                    (94)
Cash and cash equivalents at beginning of year             1,559
                                                      ----------
Cash and equivalents at end of period                     $1,465
                                                      ==========

                      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)


PACIFIC ENERGY: Plains Purchase Prompts Moody's Rating Upgrade
--------------------------------------------------------------
Standard & Poor's Ratings Services noted that Pacific Energy
Partners L.P. was acquired by Plains All American Pipeline L.P. on
Nov. 15, 2006.

As a result of the acquisition, Standard & Poor's upgraded the two
senior notes issued by Pacific to 'BBB-' from 'BB-', because they
were assumed by Plains at the time of the acquisition.  The
Pacific notes rank pari-passu with Plains' existing senior notes.
With the acquisition, the corporate credit rating on Pacific is
being withdrawn.

Pro forma for the notes assumed from Pacific and for its senior
notes issuance in October, Houston-based Plains had $2.6 billion
in debt as of Sept. 30, 2006.

The ratings on Plains reflect a satisfactory business risk
profile, with stable cash flow provided by the company's network
of pipelines and terminals, as well as a moderately leveraged
financial risk profile.  Offsetting these factors are the risks
presented by Plains' acquisitive growth strategy, its continuing
need to access capital markets to fuel growth and refinance debt
maturities, and the potential strain that volatile crude oil
prices can place on its liquidity.

The negative outlook on Plains is tied to the company's need to
realize cost reductions and other synergies, in connection with
the Pacific purchase to preserve its credit quality.

The outlook also reflects the challenges Plains will face in
managing a much larger and diverse enterprise.

"If the company integrates Pacific according to plan and continues
to operate its existing assets well, cash flow measures and
financial leverage statistics should improve, allowing us to
revise the outlook to stable," said Standard & Poor's credit
analyst David Lundberg.

"If, however, operational performance suffers and the company does
not show progress in deleveraging, company ratings could be
lowered," he continued.


PHOENIX SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Phoenix Systems & Components, Inc.
        1215 Golden Gate Drive
        Papillion, NE 68046

Bankruptcy Case No.: 06-81911

Type of Business: The Debtor manufactures concrete
                  insulating blocks.

Chapter 11 Petition Date: November 21, 2006

Court: Nebraska U.S. Bankruptcy Court (Omaha)

Debtor's Counsel: Howard T. Duncan, Esq.
                  Duncan Law Office
                  1910 South 72nd Street, Suite 304
                  Omaha, NE 68124-1734
                  Tel: (402) 391-4904
                  Fax: (402) 391-0088

Total Assets: $2,397,000

Total Debts:  $2,585,578

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Jay Williamson                                          $510,732
P.O. Box 460817
Papillion, NE 68046

Mark Hanson                                             $218,000
3975 East Dillons Drive
Eagle Mountain, UT 84043

Intercompany Balances                                   $213,850
c/o Phoenix Systems
P.O. Box 460967
Papillion, NE 68046

Desert Mountain Holdings                                $204,000
3638 North Rancho Drive
Las Vegas, NV 89130

Grove Ventures                                           $74,172

ICF of WI                                                $65,236

SCA Packaging North America                              $58,058

Vencore Solutions                                        $46,176

Internal Revenue Service      Payroll Taxes              $46,114

Jay Williamson                Credit Card                $44,629

Jay Williamson                                           $40,000

Richardson and Associates                                $38,592

Marko Foam                                               $29,945

RW Nielsen Company                                       $29,121

Dave Henney                   Salary                     $28,000

Quinn Construction                                       $27,000

Schneider National                                       $26,365

Ricky Demartino                                          $21,945

Pitney Bowes                                             $19,211

Nic Bobiney                                              $16,062


PIER 1 IMPORTS: Sells Pier 1 National Bank to Chase for $155 Mil.
-----------------------------------------------------------------
Pier 1 Imports Inc., through its subsidiaries, has completed the
sale of its private-label credit card operations to Chase Bank
U.S.A. N.A. for approximately $155 million.

Under the terms of the purchase and sale agreement, Chase acquired
Pier 1 National Bank and its private-label credit card accounts in
addition to the outstanding balances associated with the accounts.
The Company received approximately $155 million in cash at
closing.

Pier 1's private-label credit card portfolio includes receivables
of approximately $140 million and nearly one million active
accounts.  The Pier 1 Preferred Card will continue to be offered
through Chase under the Pier 1 brand.

In addition, the two companies entered into a long-term agreement
in which Chase will provide credit and customer service benefits
to Pier 1 cardholders and will offer special financing terms to
Pier 1 customers.  The Company will receive future ongoing
payments based on credit card sales, new account generation and
other credit and account related activities.  Pier 1 and Chase
will work together on various marketing initiatives designed to
increase Pier 1's sales and further enhance credit growth and
profitability.

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.


PLUM CREEK: Earns $92 Million in 2006 Third Quarter
---------------------------------------------------
Plum Creek Timber Company, Inc. reported its financial results for
the third quarter of 2006.  The company earned $92 million of net
income on revenues of $454 million, compared to earnings for the
third quarter of 2005 which was $96 million on revenues of $427
million.

Third quarter 2005 earnings included a $2 million expense related
to timber destroyed by Hurricane Katrina and a tax-benefit of
approximately $5 million resulting from lower estimated tax
liabilities.

Earnings for the first nine months of 2006 were $248 million on
revenues of $1.2 billion.  Earnings for the first nine months of
2005 were $287 million on revenues of $1.2 billion.

Results for the first nine months of 2006 include a $2 million
after-tax cumulative benefit from accounting changes.  As a
result, income from continuing operations for the first nine
months of 2006 was $246 million.  Results for the first nine
months of 2005 include a $20 million after-tax gain on the sale of
coal assets.  As a result, income from continuing operations for
the first nine months of 2005 was $267 million.

Cash provided by operating activities during the third quarter of
2006 totaled $168 million.  The company ended the third quarter of
2006 with $389 million in cash and cash equivalents.

"During the third quarter our real estate segment continued to
grow revenue and earnings," said Rick Holley, president and chief
executive officer.  "Strong interest in rural properties continued
throughout the quarter, and the prices we've received for these
timberlands continue to outpace those of 2005.  These positive
results were offset by lower profits in our Resources and
Manufacturing segments as lumber demand slowed from the record
high levels of 2005.  We believe the strong results of our real
estate segment and, to a lesser extent, improving pulpwood markets
will result in continued strong cash flow generation and good
financial performance in the fourth quarter.  We expect sawlog
markets to be challenging in the fourth quarter and we will defer
harvests in markets where pricing does not meet our expectations."

                      Review of Operations

The Northern Resources segment reported third quarter operating
profit of $25 million, unchanged from the same period of 2005. The
segment's third quarter harvest was 24 percent higher than the
same period of 2005 due primarily to harvests from Michigan
timberlands acquired during the fourth quarter of 2005.  The
Michigan operations added approximately $5 million to the
segment's operating profit during the third quarter of 2006.
However, 2 percent lower softwood sawlog prices and higher log and
haul costs offset the positive impact of the Michigan operations.  
Average pulpwood prices were slightly lower when compared to the
same period of 2005.

Operating profit in the Southern Resources segment was $38 million
for the third quarter, down $6 million from the same period of
2005.  The decline in segment profits is primarily the result of
lower sawlog prices.  Timberland accessibility, and therefore
timber supply, remained excellent as moderate-to-severe drought
conditions persisted across the South.  At the same time, sawlog
demand decreased somewhat as regional lumber production slowed
from the record pace it set in 2005.  As a result of this
combination of abundant supply and reduced demand, average
softwood sawlog prices were approximately 7 percent lower during
the third quarter of 2006 compared to the third quarter of 2005.
The harvest of higher valued sawlogs was deferred in several
markets and resulted in a weaker harvest mix and a slight decline
in sawlog harvests when compared to the same period of last year.
A planned increase in pulpwood thinnings to serve increased
pulpwood demand resulted in a 7 percent increase in total harvest
volume during the third quarter of 2006 compared to the same
period of 2005.

The Real Estate segment reported third quarter revenue of $129
million compared to $116 million in the third quarter of 2005. The
segment operating profit was $72 million for the third quarter of
2006, up from $50 million for the same period of 2005. During the
third quarter of 2006, the company continued to capture higher
per-acre prices for its timberlands when compared to the same
period of 2005.  As planned, the company continued to increase its
sales of recreation and higher and better use timberlands.  The
company sold approximately 19,000 acres of small, non-strategic
timberlands at average prices approaching $1,800 per acre.  These
lands are generally small tracts of lower productivity
timberlands.  The sale of 4,600 acres of conservation properties
captured nearly $3,900 per acre while 7,900 acres of recreation
property were sold at an average price of approximately $3,800 per
acre.  In addition, the company completed the sale of a 1,900-acre
development property in a growing area of King County, Washington
for approximately $43 million.

The Manufacturing segment reported operating profit of $6 million
for the third quarter of 2006, down from the $9 million reported
for the third quarter of 2005.  The company's medium density
fiberboard business continued to benefit from operational
efficiencies and strong demand.  Higher profits in the MDF
business offset some of the decline in lumber profits, the result
of lower lumber demand and prices when compared to the same period
of 2005.  Compared to the same period of 2005, average third
quarter MDF prices were up 17 percent, average plywood prices were
up 3 percent, and average lumber prices declined 7 percent.

                        Share Repurchase

During the quarter the company repurchased approximately 2.3
million shares of common stock at an average price of $33.87 per
share.  Combined with the second quarter repurchases of
approximately 5.1 million shares, the company has repurchased over
7.4 million shares of common stock for the year.  This represents
a 4 percent reduction in shares outstanding since the beginning of
2006.  As of Sept. 30, 2006, the company had 177.0 million shares
of common stock outstanding.

"Disciplined capital allocation is a crucial component of long-
term shareholder value delivery," continued Holley.  "We are
constantly reviewing our capital allocation alternatives and
seeking the best long-term return for our shareholders.  Through
these share repurchases, we've effectively bought our own
timberlands at a significant discount to their intrinsic value. We
will continue to evaluate all our capital allocation alternatives,
including the acquisition of financially attractive timberlands,
high-return investments in forest productivity, and continued
opportunistic acquisition of our stock."

                            Outlook

Fourth quarter income from continuing operations is expected to be
between $0.30 and $0.35 per share, resulting in full-year reported
income from operations between $1.66 and $1.71 per share.

During the third quarter the United States and Canada reached a
negotiated settlement to the softwood lumber trade dispute.  The
new agreement took effect on October 13.  During the fourth
quarter the company expects to receive an estimated $15 million
payment as a result of the negotiated settlement.  The guidance
above does not include the earnings impact of this payment.

The company expects that a combination of temporarily high lumber
inventories in distribution channels, seasonal construction
slowing, and poor cash returns at lumber mills will limit lumber
production during the fourth quarter and help to stabilize lumber
prices.  These conditions are expected to translate into lower
spot sawlog prices in certain markets.

In Northern markets, the company expects its sawlog prices to
return to levels similar to the fourth quarter of 2005 as Pacific
Northwest sawlog markets react to mill production curtailments.

In the South, the company expects average sawlog prices in most
markets to hold at current levels.  While some markets may
experience modest price erosion in response to lower lumber
production, timberland owners have begun to pull timber from the
market, choosing to allow the trees to grow rather than sell into
lower-priced markets.  The company will continue to adjust harvest
decisions on a market-by-market basis across its ownership.

Demand from new oriented strand board mills and tightening wood
chip supplies in many regions are translating into increased
demand for pulpwood, particularly in the South and Northwest.
Pulpwood prices are firm and increasing in these markets. During
the second half of 2006 the company increased its thinning
activity, particularly in the Southern Resources segment, to serve
the increased demand.

The company has increased its outlook for Real Estate segment
revenue as the result of the continuing strength in demand for
rural real estate properties.  The company now expects this
segment's revenues to be between $305 million and $315 million for
the year.  Fourth quarter revenues are expected to be between $63
million and $73 million, with development property sales
accounting for approximately $7 million of the fourth quarter
revenue.

Manufacturing profits are expected to continue to moderate. Lumber
markets are expected to remain weak in the face of high lumber
inventories and seasonally slower lumber demand.  MDF
profitability is expected to seasonally soften as prices moderate
from the record levels experienced during the third quarter.

The lower manufacturing profits and lower level of real estate
development sales is expected to reduce the company's tax expense
when compared to the third quarter.

"We expect to end the year with good fourth quarter performance.
Our Real Estate segment continues to perform well and we are
building future value through the entitlement of select high value
development properties.  Our timber business will face some
challenging business conditions in the short term as lumber
customers work to achieve balance in their end markets.  We view
this as a temporary situation. We are well aware of the strong
demographic underpinnings of demand for our business segments and
will continue to focus on maximizing the long term value of all
our land and timber assets," concluded Holley.

                        About Plum Creek

Based in Seattle, Washington, Plum Creek Timber Company, Inc.
(NYSE:PCL) -- http://www.plumcreek.com/-- is a private timberland  
owner in the nation, with over eight million acres of timberlands
in major timber producing regions of the United States and ten
wood products manufacturing facilities in the Pacific Northwest.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 27, 2006,
Moody's Investors Service affirmed the Baa3 senior unsecured
rating of Plum Creek Timberlands, L.P., the operating partnership
of Plum Creek Timber Company, Inc.  The Baa3 rating also applies
to the recent $200 million reopening of the 5.875% notes due 2015.  
The rating outlook is stable.


POLYMER GROUP: S&P Affirms BB- Rating with Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Polymer
Group Inc. to negative from stable.  

All ratings, including the 'BB-' corporate credit rating, were
affirmed.

The outlook revision follows several quarters of weaker-than-
expected performance and somewhat higher-than-expected debt
primarily due to raw material cost escalation and some product mix
shifts.  Also contributing to the disappointing results were
several one-time items such as costs related to technical problems
associated with new equipment, an acquisition that was not
consummated, the closing of manufacturing capacity, and moving the
company's headquarters.

"Despite signs that operating results have stabilized, and the
potential benefits of new plant investments, we are concerned
about the company's ability to return financial measures to levels
appropriate for the ratings, particularly given less favorable
economic prospects," said Standard & Poor's credit analyst Cynthia
Werneth.

The ratings on Polymer reflect the company's weak business
position as a producer of nonwoven and oriented polyolefin
products and its aggressive financial profile.  The narrow focus
of Polymer's business operations is a limiting factor but is
partially offset by the company's leading positions in its niche
markets, good geographic sales and manufacturing diversity,
favorable long-term growth prospects in certain end markets, and
opportunities to increase sales and earnings following several
recently completed capacity expansions.

With annual revenues of nearly $1 billion, Charlotte, North
Carolina-based Polymer manufactures products that are used in a
wide range of disposable consumer applications, including baby
diapers, feminine hygiene products, household and consumer wipes,
disposable medical products, and various industrial applications,
including automotive, filtration, and protective apparel.  The
company's nonwovens are used by leading global manufacturers of
consumer, medical, and industrial products. Long-term industry
growth rates are favorable and are driven by new applications for
nonwovens in developed countries and volume increases in existing
products as income levels increase in developing countries.

However, recent weakness in auto and housing end markets, as well
as lower hygiene product sales in connection with retailer
destocking, have caused the company to fill capacity with lower-
margin products.  Although the retail issue appears to be
temporary, auto and housing market weakness are likely to extend
into the foreseeable future.


PREMIER ENTERTAINMENT: U.S. Trustee Appoints Five-Member Committee
------------------------------------------------------------------
The U.S. Trustee for Region 5 appointed five creditors to serve
on an Official Committee of Unsecured Creditors in Premier
Entertainment Biloxi LLC and its debtor-affiliate, Premier
Finance Biloxi Corp.'s chapter 11 case:

    1. Steve Horlock
       Associated Food Equipment & Supplies
       10381 Express Drive
       Gulfport, MS 39505
       Tel: (228) 896-0043
       Fax: (228) 896-9032

    2. Reginald A. Greene
       Bellsouth Telecommunications Inc.
       675 West Peachtree Street, Suite 4300
       Atlanta, GA 30375
       Tel: (404) 835-0761
       Fax: (404) 614-4054

    3. Gent K. Culver
       International Game Technology
       9295 Prototype Drive
       Reno, NV 89521
       Tel: (775) 448-0130
       Fax: (775) 448-0401

    4. Kerry Rotolo
       Rotolo Consultants Incorporated
       894 Robert Boulevard
       Slidell, LA 70458
       Tel: (985) 960-3374
       Fax: (960) 643-2691

    5. Randy Clark
       Young Electric Sign Company
       5119 South Cameron Street
       Las Vegas, NV 89118-1512
       Tel: (702) 944-4526
       Fax: (702) 944-4513

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

Based in Biloxi, Mississippi, Premier Entertainment Biloxi LLC dba
Hard Rock Hotel & Casino Biloxi -- http://www.hardrockbiloxi.com/
-- owns and operates hotels.  The Company filed for chapter 11
protection on Sept. 19, 2006 (Bankr. S.D. Ms. Case No. 06-50975).
When the Debtor filed for protection from its creditors, it listed
$252,862,215 in assets and $226,069,921 in debts.


RELIANT ENERGY: Credit Enhancement Cues Fitch to Revise Outlook
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook assigned to Reliant
Energy, Inc.'s outstanding debt obligations to Stable from
Negative.

Fitch current ratings are:

      -- Issuer Default Rating (IDR) 'B';
      -- Senior secured debt 'BB-/RR2';
      -- Senior subordinated convertible notes 'B/RR4'.

In addition, Fitch expects to rate RRI's $400 million secured term
loan due 2010, $700 million secured revolving credit facility due
2009 and $300 million pre-funded letter of credit facility due
2010 'BB-/RR2'.

The revised Rating Outlook reflects the implementation of a credit
enhancement transaction to support the company's retail energy
business in Electric Reliability Council of Texas. Collateral
postings to support Retail have been a significant use of
liquidity for the company.

As of Sept. 30, 2006, collateral postings associated with the
retail operations totaled $1.1 billion.  Pursuant to the credit
sleeve, Merrill Lynch will guarantee Retail's supply transactions
and certain of Retail's power sales agreements.  Merrill will be
paid a one-time fee on closing plus a fee per mega-watt hour
Retail delivers to its customers.

In addition, Merrill will provide a $300 million working capital
facility to support the retail operations, which will be secured
by the assets and stock of those operations.  RRI will be
obligated to reimburse Merrill to the extent that any guarantees
are called upon or any collateral posted is foreclosed upon.  In
addition to the return of the collateral currently posted to
support the retail business, management expects the credit sleeve
to substantially reduce annual collateral-related costs should
there be another dramatic rise in natural gas prices as was the
case during the period following Hurricane Katrina.

In conjunction with the Credit Sleeve, RRI is reducing the size of
its secured revolving credit facility, reducing the size of its
secured term loan and entering into a new pre-funded secured
letter of credit facility.

Fitch views the implementation of the Credit Sleeve as a
significant improvement to RRI's credit profile.  It will
significantly reduce the company's liquidity needs and return
cash, which can be deployed to debt reduction.  Offsetting in part
this benefit is the amendment of the security package for RRI's
secured debt holders.

Specifically, as part of the Credit Sleeve transaction and
associated financing, RRI's secured debt holders have released the
lien on the assets and equity of the retail operations. However,
the bulk of the assets of Retail consisted of accounts receivable
which were previously pledged to Retail's $450 million secured
debt facility and a $250 million second lien collateral trust
agreement.  Fitch is of the view that the replacement of the $450
million secured debt facility and the $250 million collateral
trust with a $300 million secured accounts working capital
facility results in less structural subordination for RRI's
secured debt and largely offsets the loss of the lien on the stock
and assets of Retail.

While the credit profile of RRI has improved as a result of the
Credit Sleeve, the challenge to Retail continues to be
demonstrating a consistent track record of margin stability as the
Houston market moves to full competition commencing on
Jan. 1, 2007.  This will ultimately be determined by customer
retention rates, retail margins, the pricing behavior of market
competitors, and RRI's ability to manage fuel and power
procurement requirements in a less restrictive post-Price to Beat
world.


RESIX FINANCE: S&P Lifts Low-B Ratings on Four Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
10 classes of credit-linked notes from RESIX Finance Ltd.'s series
2003-A, 2003-B, and 2003-CB1.  

In addition, the ratings on the remaining classes from series
2003-B and 2003-CB1 and on all other RESIX transactions are
affirmed.

Each note is linked to a class from a specific real estate
synthetic investment security issued by RESI Finance L.P.  The
underlying transaction for each RESI deal is a synthetic
securitization of jumbo, A-quality, fixed-rate, first-lien
residential mortgage loans, which constitute the reference
portfolios.  Unlike traditional mortgage-backed securitizations,
the actual cash flow from each RESI reference portfolio 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.

The raised ratings on the classes in the RESIX deals reflect the
higher ratings on the corresponding classes from the underlying
RESI securities.  Bank of America uses the RESIX structure to
fully hedge its exposure to the underlying reference asset by
entering into a total return swap with a Cayman Islands-based
corporation that simultaneously issues credit-linked notes
corresponding to the risk level of each underlying asset.

All of the underlying assets have experienced minimal
delinquencies and few or no realized losses.  The remaining credit
support for the underlying assets securing all of the series
should be sufficient to support the current ratings on the
underlying certificates, which in turn support the ratings on
the RESIX securities.
   
                          Ratings Raised
   
                       Resix Finance Ltd.
                      Credit-Linked Notes

                                        Rating
                                        ------
              Series        Class     To      From
              ------        -----     --      ----  
              2003-A B8     B8        AA      BBB+
              2003-A B9     B9        AA-     BBB-
              2003-A B10    B10       A-      BB
              2003-A B10-S  B10-S     A-      BB
              2003-A B11    B11       BB+     B
              2003-B B7     B7        BBB     BB+
              2003-B B9     B9        BB      B+
              2003-B B10    B10       BB-     B
              2003-CB1 B7   B7        BBB-    BB+
              2003-CB1 B8   B8        BB+     BB
   
                        Ratings Affirmed
   
                       RESIX Finance Ltd.
                      Credit-Linked Notes

                 Series        Classes   Rating
                 ------        -------   ------
                 2003-B B11    B11       B-
                 2003-C B7     B7        BB
                 2003-C B8     B8        BB-
                 2003-C B9     B9        B+
                 2003-C B10    B10       B
                 2003-C B11    B11       B-
                 2003-CB1 B9   B9        BB-
                 2003-CB1 B10  B10       B+
                 2003-CB1 B11  B11       B
                 2003-D B7     B7        BB
                 2003-D B8     B8        BB-
                 2003-D B9     B9        B+
                 2003-D B10    B10       B+
                 2003-D B11    B11       B
                 2004-A B7     B7        BB
                 2004-A B8     B8        BB-
                 2004-A B9     B9        B+
                 2004-A B10    B10       B
                 2004-A B11    B11       B-
                 2004-B B7     B7        BB+
                 2004-B B8     B8        BB
                 2004-B B9     B9        BB-
                 2004-B B10    B10       B+
                 2004-B B11    B11       B
                 2004-C B7     B7        BB
                 2004-C B8     B8        BB-
                 2004-C B9     B9        B+
                 2004-C B10    B10       B
                 2004-C B11    B11       B-
                 2005-A B7     B7        BB
                 2005-A B8     B8        BB-
                 2005-A B9     B9        B+
                 2005-A B10    B10       B
                 2005-A B11    B11       B-
                 2005-B B7     B7        BB
                 2005-B B8     B8        BB-
                 2005-B B9     B9        B+
                 2005-B B10    B10       B
                 2005-B B11    B11       B
                 2005-C B7     B7        BB
                 2005-C B8     B8        BB-
                 2005-C B9     B9        B+
                 2005-C B10    B10       B
                 2005-C B11    B11       B-
                 2005-D B7     B7        BB
                 2005-D B8     B8        BB-
                 2005-D B9     B9        B+
                 2005-D B10    B10       B
                 2005-D B11    B11       B-
                 2006-A B7     B7        BB
                 2006-A B8     B8        BB-
                 2006-A B9     B9        B+
                 2006-A B10    B10       B
                 2006-A B11    B11       B-
                 2006-B B7     B7        BB
                 2006-B B8     B8        BB-
                 2006-B B9     B9        B+
                 2006-B B10    B10       B
                 2006-B B11    B11       B-
                 2006-C B7     B7        BB+
                 2006-C B8     B8        BB
                 2006-C B9     B9        BB-
                 2006-C B10    B10       B+
                 2006-C B11    B11       B
                 2006-C B12    B12       B-
                 2006-1 B7     B7        BB
                 2006-1 B8     B8        BB-
                 2006-1 B9     B9        B+
                 2006-1 B10    B10       B
                 2006-1 B11    B11       B-


ROBERT WARD: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert Burton Ward
        Susan L. Ward
        1299 Ramona Drive
        Thousand Oaks, CA 91320

Bankruptcy Case No.: 06-12191

Chapter 11 Petition Date: November 22, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtors' Counsel: Kenneth B. Rodman, Esq.
                  Law Office of Kenneth B. Rodman
                  223 East Thousand Oaks Boulevard, Suite 405
                  Thousand Oaks, CA 91360
                  Tel: (805) 371-0555
                  Fax: (805) 371-0558

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Isabel M. Coates              Bank loan               $1,650,000
445 East 21st Street
Merced, CA 95340

Allstate Pools & Spas         Trade debt                 $10,016
3075 Thousand Oaks Blvd. #100
Thousand Oaks, CA 91362

Lawrence L. Matheney          Bank loan                  $10,000
Tax Collector
800 South Victoria Avenue
Ventura, CA 93009

Internal Revenue Service                                  $2,000
Special Procedures
P.O. box 99
San Jose, CA 95103

Iron Blosam Owners Assoc.     Bank loan                   $1,326
Snowbird, UT 91362

Capital 1 Bank                                              $952
11013 West Broad Street
Glen Allen, VA 23060

Capital 1 Bank                                              $855
11013 West Broad Street
Glen Allen, VA 23060

City of Thousand Oaks                                       $500
2100 East Thousand Oaks Blvd.
Thousand Oaks, CA 91362


SAINT VINCENTS: Hires Weiser to Conduct Fund Analysis
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates to retain Weiser LLP, nunc pro tunc to
April 18, 2006.  

Weiser will analyze certain expenses and the distribution of funds
related to, and generated in connection with, the operation of
Saint Vincent's Catholic Medical Centers' Comprehensive Cancer
Center.

As reported in the Troubled Company Reporter on Oct. 17, 2006, Guy
Sansone, chief executive officer of SVCMC, asserted that Weiser's
engagement will benefit the Debtors' estates considering that the
Debtors have paid $381,093,707 to Aptium W. New York, Inc.,
formerly known as Comprehensive Cancer Centers of New York, for
services Aptium provided under a services agreement with SVCMC.  
SVCMC has received $17,604,277 in connection with the operation of
SVCCC.

Weiser will analyze SVCCC's operations and the propriety of the
management services provided to SVCMC by Aptium, pursuant to
procedures set forth in an engagement letter, a free copy of which
is available for free at http://researcharchives.com/t/s?1374

Weiser will be paid based on its standard hourly rates:

          Partners                $375 - $525
          Managers                $275 - $350
          Seniors                 $175 - $250
          Staff Accountants       $100 - $150

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)


SAMSONITE CORP: Planned $175-Mil. Dividend Cues S&P's Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Samsonite Corp. to negative from stable.

At the same time, it affirmed ratings on the company, including
the 'BB-' corporate credit rating. The company had approximately
$306.8 million of total debt outstanding as of July 31, 2006.

The revised outlook follows the company's report that it plans to
issue a $175 million special dividend to the company's
shareholders.

"We believe the special dividend reflects a more aggressive
financial policy and will result in higher pro forma debt
leverage," said Standard & Poor's credit analyst Mark Salierno.

As part of the transaction, Samsonite will refinance its
outstanding public debt.  The company plans to enter into a new,
$530 million senior secured credit facility, consisting of an
$80 million revolving credit facility and a $450 million term
loan.  Proceeds of these facilities will be used to pay the
special dividend, and to fund the company's offer to repay the
remainder of its EUR100 million floating-rate notes due 2010 and
$165 million on its outstanding senior subordinated notes due
2011.

Standard & Poor's expect these transactions to close by the end of
December 2006.  As a result of the refinancing and the incremental
debt added to the company's balance sheet, Standard & Poor's
expect pro forma lease- and pension-adjusted debt leverage to
increase to slightly more than 4x from about 3.2x as of
July 31, 2006.

The ratings on Samsonite reflect its aggressively leveraged
financial profile, narrow business focus, and exposure to the
travel-and-tourism industry.  These factors are somewhat offset by
the company's strong market position as a leading global
manufacturer and distributor of luggage, casual bags, business
cases, and other travel-related products.


SAN JOAQUIN: S&P Lifts Ratings on Senior & Junior Bonds to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB-' from
'B' on the San Joaquin Hills Transportation Corridor Agency,
California's senior- and junior-lien toll road revenue bonds,
reflecting the adequate performance of the toll facility
in 2006 and, more specifically, the near- to medium-term effects
associated with the successful conclusion in November 2005 of
negotiations between the SJHTCA's board and the board of the
Foothill/Eastern Transportation Corridor Agency, its sister
agency, which operates the nearby toll road system.

The outlook is stable.

"We view the execution of a mitigation payment and loan agreement
positively, in particular the mitigation payment, rather than the
riskier loan, which will improve the finances of the San Joaquin
agency," said Standard & Poor's credit analyst Mary Ellen Wriedt.
"Absent this agreement, pledged revenues would have been
insufficient to meet the rate covenant beginning in fiscal 2007
and would have fallen below the break-even level for sufficiency
cash flow coverage as of fiscal 2008.  This would have led to a
tapping of the debt service reserve account and other sources of
liquidity as a result of the continued failure of traffic and
revenue to reach the levels projected when the bonds were issued,"
she added.

The San Joaquin Hill Transportation Corridor is a 15-mile toll
road in southern Orange County that parallels Interstates 5 and
405 and  Newport Beach and San Juan Capistrano. Once the road was
completed, it was integrated into the state road network as State
Route 73, and ownership and maintenance of the road passed to the
state Department of Transportation.  The SJHTCA retains control of
toll collection and revenue management for the road until the
bonds are retired.


SANTA BARBARA: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Santa Barbara Beach Holding, LLC
        340 Old Mill Road, #5
        Santa Barbara, CA 93110

Bankruptcy Case No.: 06-10887

Chapter 11 Petition Date: November 22, 2006

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Howard J. Weg, Esq.
                  Peitzman Weg & Kempinsky LLP
                  10100 Santa Monica Boulevard, Suite 1450
                  Los Angeles, CA 90067
                  Tel: (310) 552-3100
                  Fax: (310) 552-3101

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mountain Funding, LLC         Secured debt           $44,469,423
c/o Peer J. Fioretti          Security value:
13860 Ballantyne Corp. Pl.    Unknown
Suite 130
Charlotte, NC 28277

Michael C. McAdams            Secured debt           $10,000,000
Michael McAdams Mortgage      Security value:
Services                      Unknown

Hensel Phelps Construction    Secured debt            $5,750,000
Company                       Security value:
18850 Von Karman Avenue       Unknown
Suite 100
Irvine, CA 92612

Primecap Mortgage Fund, LLC   Secured debt            $4,375,000
Chicago Title Insurance Co.   Security value:
Trustee for Primecap          Unknown
Mortgage Fund, LLC
c/o CT Corporation System
818 West 7th Street
Los Angeles, CA 90017

Attorneys Trustee Services    Secured debt            $3,800,000
Trustee for:                  Security value:
Richard S. Held Retirement    Unknown
Trust;
Richard S. Held, a married
man as sole and separate
property;
c/o Richard S. held
264 North Saltair Avenue
Los Angeles, CA 90049

Ronald Newburg, Trustee of
the Ronald Newburg Living
Trust;
c/o Allied International
Attn: Joiie
13207 Bradley Avenue
Sylmar, CA 91342

Ashok Dave, Trustee of the
Ashok Dave Trust;
c/o Ashok Dave
3540 Woodcliff Road
Sherman Oaks, CA 91403

Al Lester and Lily Lester,
Trustees of the Al and Lily
Lester Family Trust;
20629 Chastboro Drive
Woodland Hills, CA 91364

Paulo M. Camargo, Individually
3928 Kingswood Road
Sherman Oaks, CA 91403

DFD Cornoyer Hedrick          Secured debt              $300,000
2425 East Camelback Road      Security value:
Suite 400                     Unknown
Phoenix, AZ 85016

Melchiori Construction Co.                               Unknown
Attn: Mark J. Melchiori
809 De La Vina Street
Santa Barbara, CA 93101


SAVVIS INC: Sept. 30 Balance Sheet Upside-Down by $141 Million
--------------------------------------------------------------
SAVVIS, Inc. disclosed that its revenue for the third quarter
of 2006 totaled $193.7 million, compared to $166.1 million in
the third quarter of 2005 and $189.6 million in the second
quarter of 2006.

At Sept. 30, 2006, the Company's balance sheet showed a
stockholders' deficit of $141,675,000, as compared to a deficit of
$132,009,000 at Dec. 31, 2005.

SAVVIS achieved income from operations of $4.1 million in the
third quarter, and its consolidated net loss was $13.6 million,
compared to a net loss of $13.7 million in the third quarter of
2005 and a net loss of $11.1 million in the second quarter of
2006.

Gross profit, defined as total revenue less cost of revenue, was
$77.3 million, up 31% from a year ago and 7% from the second
quarter 2006.  Gross profit as a percentage of total revenue was
40% in the current quarter, up from 36% a year earlier and 38% in
the prior quarter.  Operating cash flow was $37.6 million and cash
capital expenditures were $14.4 million in the quarter.  SAVVIS
paid down its revolving credit facility with $32 million of cash
at the beginning of the quarter.

"SAVVIS continues to drive robust financial results through our
focus on changing the way businesses manage information
technology," Chief Executive Officer Phil Koen said.  "Our core
hosting and managed IP VPN revenue, combined, rose 31% from a year
ago. Revenue growth, strong sales bookings and record-low customer
churn in the third quarter attest to the quality and innovation of
our broad service array.  We're working to address the areas of
our business that present challenges to our growth, including
evaluating our strategic options for the digital content services
businesses.  I am confident that SAVVIS' long-term prospects are
very positive, and excited by the opportunities ahead." Third-

Income from operations was $4.1 million in the third quarter,
compared to $2.3 million in the same period last year and
$6 million in the second quarter 2006.  SAVVIS' consolidated
net loss was $13.6 million in the third quarter, compared to
$13.7 million in the same period last year and $11.1 million in
the second quarter 2006.  The current quarter net loss included a
total of $7.9 million of non-cash compensation charges, compared
to $500,000 in the third quarter of 2005 and $2.8 million in the
second quarter of 2006.

Net cash provided by operating activities was $37.6 million in the
third quarter, compared to $21.4 million in the same period last
year and $21.3 million in the second quarter 2006.  Cash capital
expenditures for the third quarter 2006 totaled $14.4 million.  
Overall, approximately 70% of SAVVIS' capital expenditures are
driven by revenue-generating opportunities. SAVVIS' cash position
at Sept. 30, 2006, was $78.1 million, compared to $86.1 million at
June 30, 2006.  During the third quarter, SAVVIS used $32 million
of cash to pay down its revolving credit facility.

SAVVIS management's current expectations for 2006 financial
results include:

   * Total revenue in a range of $758-763 million, including:
     - Hosting revenue increasing approximately 30-31%;

     - Managed IP VPN revenue increasing approximately 21-22%; and

     - Reuters contributing approximately $85-88 million of
       revenue for the full year;

   * Adjusted EBITDA in a range of $120-122 million;
   * Cash capital expenditures of $75-80 million; and
   * Positive cash flow.

Headquartered in Town & Country, Missouri, SAVVIS, Inc. (NASDAQ:
SVVS) -- http://www.savvis.net/-- provides managed and outsourced  
IT services that focuses exclusively on IT solutions for
businesses.  With an IT services platform that extends to 47
countries, SAVVIS has over 5,000 enterprise customers and leads
the industry in delivering secure, reliable, and scalable hosting,
network, and application services.  These solutions enable
customers to focus on their core business while SAVVIS ensures the
quality of their IT systems and operations.  SAVVIS' strategic
approach combines virtualization technology, a global network and
25 data centers, and automated management and provisioning
systems.


SEA CONTAINERS: Court Okays Kirkland & Ellis As Special Counsel
---------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kirkland & Ellis LLP as their special conflicts litigation
counsel for litigation relating to GE SeaCO SRL, nunc pro tunc to
Oct. 15, 2006.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Edwin S. Hetherington, vice president, general counsel and
secretary of Sea Containers Ltd., explains that the Debtors want
Kirkland to prosecute or defend litigation or contested matters
involving GE Capital Corporation and some of its subsidiaries
concerning GE SeaCo and other matters adverse to GE.

Mr. Hetherington notes that the Debtors' general reorganization
and bankruptcy counsel, Sidley Austin LLP, represents GE in
matters wholly unrelated to the Debtors and their Chapter 11
cases.

Because Sidley also represents the Debtors in connection with all
operational and substantive aspects of the Chapter 11
proceedings, including with respect to issues raised by GE, the
Debtors want Kirkland to serve as their special conflicts
litigation counsel to the limited extent that underlying
litigation or certain contested matters are commenced by GE or
the Debtors during the pendency of the Chapter 11 proceedings.

                      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: Court Okays Sidley Austin as Bankruptcy Counsel
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Sidley Austin LLP as their general reorganization and
bankruptcy counsel, nunc pro tunc to Oct. 15, 2006.

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Sidley Austin is expected to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their businesses;

   (b) take all necessary action on the Debtors' behalf to
       protect and preserve the Debtors' estates, including
       prosecuting actions on the Debtors' behalf, negotiating
       any and all litigation in which the Debtors are involved,
       and objecting to claims filed against the Debtors'
       estates;

   (c) prepare, on the Debtors' behalf, all necessary motions,
       answers, orders, reports, and other legal papers in
       connection with the administration of the Debtors'
       estates;

   (d) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest, attend court
       hearings, and advise the Debtors on the conduct of their
       Chapter 11 cases;

   (e) perform any and all other legal services for the Debtors
       in connection with their Chapter 11 cases and with the
       formulation and implementation of the Debtors' plan of
       reorganization;

   (f) advise and assist the Debtors regarding all aspects of the
       plan confirmation process, including, but not limited to,
       securing the approval of a disclosure statement,
       soliciting votes in support of plan confirmation, and
       securing confirmation of the plan;

   (g) provide legal advice and representation with respect to
       various obligations of the Debtors and their directors and
       officers;

   (h) provide legal advice and perform legal services with
       respect to matters involving the negotiation of the terms
       and the issuance of corporate securities, matters relating
       to corporate governance and interpretation, application or
       amendment of the Debtors' corporate documents, including
       their certificates or articles of incorporation, bylaws,
       material contracts, and matters involving the fiduciary
       duties of the Debtors and their officers and directors;

   (i) provide legal advice and legal services to directors and
       officers, including former directors and officers, of the
       Debtors with respect to the class action securities
       litigation;

   (j) provide legal advice and legal services with respect to
       litigation, tax and other general non-bankruptcy legal
       issues for the Debtors to the extent requested by the
       Debtors; and

   (k) render other services, as agreed upon by Sidley and the
       Debtors.

                      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: Court Approves Mayer Hoffman as Auditors
-------------------------------------------------------
SeraCare Life Sciences, Inc., obtained permission from the U.S.
Bankruptcy Court for the Southern District of California to retain
Mayer Hoffman McCann P.C. as its auditors.

Mayer Hoffman is expected to:

   (a) perform test counts of the Debtor's inventory recorded as
       of Sept. 30, 2006;

   (b) examine documentation and related information provided by
       the Debtor's audit committee and related personnel and its
       advisors;

   (c) communicate and attend at meetings with the Debtor's
       audit committee and related personnel and its advisors
       regarding the status of matters addressed by the Firm in
       its audit committee letter dated Dec. 15, 2005, and related
       investigations; and

   (d) conduct other audit related services as required by the
       Debtor's audit committee and advisors.

As reported in the Troubled Company Reporter on Oct. 13, 2006, the
firm said its holds a $38,500 prepetition retainer from the
Debtor.

Stuart Starr, a Mayer Hoffman shareholder, disclosed that the
firm's professionals bill:

              Designation              Hourly Rate
              -----------              -----------
              Director                    $385
              Senior Manager              $315
              Supervising Senior          $210
              Senior                      $190
              Experienced Associate       $145
              Associate                   $115

Mr. Starr assured the Court that his firm does not hold any
interest materially adverse to the Debtor or its estate and 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 Willkie Farr as Special Corporate Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized SeraCare Life Sciences, Inc., to employ Willkie Farr &
Gallagher LLP as its special corporate counsel.

WF&G is expected to:

   a. provide corporate and related advice for the Debtor,   
      including, without limitation, matters concerning securities
      law, employee benefits, corporate governance, antitrust
      issues, tax matters, asset disposition and financing
      arrangements;

   b. continue to advise and represent the Audit Committee in
      connection with the investigations and litigation arising
      from the matters addressed in the MHM Letter; and

   c. perform such additional services within the area of
      corporate and related matters that may arise in connection
      with this chapter 11 case, as the Debtor and WF&G may agree
      from time to time.

William J. Grant, Jr., Esq., member at WF&G, discloses that the
firm's professionals bill:

     Professional                Position        Hourly Rate
     ------------                --------        -----------
     Cornelius T. Finnegan III   Partner            $800
     William J. Grant, Jr.       Partner            $850
     Kelly M. Hnatt              Partner            $685
     Rosalind Fahey Kruse        Partner            $595
     John C. Longmire            Partner            $595
     Peter Haller Special        Counsel            $590
     Jamie Ketten                Associate          $435
     David Mrazik                Associate          $395
     Steven Z. Szanzer           Associate          $535
     Alison Ambeault             Legal Assistant    $170

WF&G intends to work closely with Winthrop Couchot P.C., O'Melveny
& Myers LLP and the other professionals retained in this case to
ensure that there is no unnecessary duplication of services
performed for or charged to the Debtor's estate.

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

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: Ct. Extends Lease Decision Period to Jan. 31, 2007
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
extended the period within which SeraCare Life Sciences, Inc., can
assume, assume and assign, or reject unexpired nonresidential real
property leases to Jan. 31, 2007.

The Debtor operates its business from one facility it owns in West
Bridgewater, Massachusetts and seven separate facilities leased by
the Debtor and located in California, Massachusetts, Maryland and
Pennsylvania.

These real property leases are:

   Premise                  Lessor
   -------                  ------
   Cambridge Facility       99 Erie Street, LLC
   Frederick Facility       MIE Properties, Inc.
   Gaithersburg Facility    B.F. Saul Real Estate Investment Trust
   Milford Builing A        KHIP Associates
   Milford Builing C        NeoTech Development Company, L.L.C.
   Oceanside Facility       General Wood Investment Trust
   Hatboro Facility         Canalley Management

Paul J. Couchot, Esq., at Winthrop Couchot Professional
Corporation relates that while the Debtor has determined that it
will not assume the Cambridge Facility Lease, the Debtor still
desires to occupy the Cambridge Facility beyond Oct. 18, 2006, as
it prepares for a smooth transition from the Cambridge Facility
and consolidation of its operations into its remaining facilities.  
The Cambridge Facility Lessor agreed to extend the deadline by
which the Debtor can reject the Cambridge Facility Lease from
Oct. 18, 2006 through and including Jan. 31, 2007 pursuant to the
terms of a letter agreement.

As reported in the Troubled Company Reporter on Aug. 1, 2006, Mr.
Couchot contends that the Debtor will not assume the Hatboro
Facility lease, and will allow for it to be deemed rejected.  
According to the Debtor, Hatboro Facility is an asset that is not
necessary to the Debtor's reorganization.

Mr. Couchot says that the Debtor needs more time to decide on the
remaining real property leases and expects that the assumption or
rejection of those leases will be effected through the
confirmation of its Chapter 11 Plan.

Mr. Couchot argues that if the Debtor was required to now assume
the real property leases, the Debtor's obligations would become
postpetition obligations of the Debtor's estate, thus, permitting
the lessors to millions of dollars of unnecessary and large
administrative priority claims if any post-assumption default
under any of the remaining real property leases.

The Debtor believes that there is no prejudice to the lessors of
the remaining leases since the it is current in paying its pre and
postpetition obligations and will remain current in paying its
accruing obligations with respect to the remaining leases.  
Accordingly, the lessors under the remaining leases will suffer no
prejudice if the Court grants the Debtor's request, Mr. Couchot
adds.

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.


SMARTVIDEO TECH: Posts $4.1MM Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
SmartVideo Technologies, Inc., incurred a $4,147,894 net loss on
$197,302 of revenues for the three months ended Sept. 30, 2006,
versus a $3,997,394 net loss on $58,248 of revenues for the
comparable period in the prior year.

Revenues for the three-month period ended Sept. 30, 2006 consisted
primarily of a subscription based service delivering live and on-
demand mobile entertainment services directly to consumers.  
Revenues increased by approximately $139,000 for the three months
ended Sept. 30, 2006 as compared to the same period in 2005.  This
increase is primarily attributable to the Company's decision to
change its focus to a subscription-based model delivering mobile
entertainment services direct-to-consumer along with mobile
advertising revenue of approximately $23,000.

At Sept. 30, 2006, the Company's balance sheet showed $11,985,724
in total assets, $7,107,338 in total liabilities and stockholders'
equity of $4,878,386.

The company has incurred recurring losses and negative cash flows
since inception.  As of and for the nine months ended
Sept. 30, 2006, it had an accumulated deficit of $53,698,751 and
consolidated net cash flows used in operations of $7,894,368.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1591

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 12, 2006,
Sherb & Co., LLP, expressed substantial doubt about the Company's
ability to continue as a going concern after auditing its
financial statements for the years ended Dec. 31, 2005, 2004 and
2003.  The auditing firm pointed to the Company's recurring losses
from operations, net working capital deficit, a stockholders'
deficit and an accumulated deficit.

                   About SmartVideo Technologies

Headquartered in Duluth, Georgia, SmartVideo Technologies, Inc. --
http://www.smartvideo.com/-- provides video content distribution   
services and technology to consumers connected to the Internet.  
The company offers its customers access to video programming that
is transmitted directly to mobile display devices, cell phones,
and personal digital assistant devices, which connect to the
Internet through cellular data networks and wireless access.


STEEL DYNAMICS: Good Performance Cues S&P to Lift Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Service raised its corporate credit
rating on Fort Wayne, Indina-based Steel Dynamics Inc. to 'BB+'
from 'BB' and removed all ratings from CreditWatch, where they
were placed with positive implications on Aug. 21, 2006.

At the same time, Standard & Poor's raised its rating on the
company's senior unsecured debt rating to 'BB+' from 'BB' and its
rating on the subordinated debt rating to 'BB-' from 'B+'.

The outlook is stable.

"The upgrade reflects SDI's ability to successfully expand and
augment its operating diversity and product mix while maintaining
a conservative balance sheet and very robust financial
performance," said Standard & Poor's credit analyst Marie Shmaruk.

Benefiting from nearly three years of favorable steel market
conditions and a low cost profile, SDI has experienced strong
profitability and healthy cash flows that has allowed the company
to reduce debt while prudently financing its growth.

"SDI's enhanced cash flow prospects and conservative balance sheet
should enable the company to maintain credit measures indicative
of its current rating throughout the steel business cycle despite
its aggressive growth and shareholder-friendly programs," Ms
Shmaruk said.

Relative to its peers, SDI remains a comparatively small regional
producer with five steel minimills whose total annual capacity is
about 5 million tons.

"Over the long term, we remain concerned about potential margin
squeezes for domestic steel producers given the pace of global
steel capacity expansion, especially in SDI' main product line--
flat-rolled products--which could drive prices down while key
input costs remain high," Ms. Shmaruk said.

"However, the company's business mix and cost position should
enable it to manage future downturns effectively.

"We could revise the outlook to negative should SDI make
meaningful debt-financed acquisitions or if the markets
significantly weaken, although we believe the risk of this
occurring is nominal.  We could revise the outlook to positive if
it appears the company is on track to successfully completing its
expansion plans in 2007 without significantly increasing its debt
while demonstrating the willingness to maintain an investment-
grade financial policy and balance sheet."


STRUCTURED ASSET: Losses Cue S&P to Junk Rating on Class B Note
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
B-1 and B-2 from Structured Asset Securities Corp.'s series 2003-
BC2 and its rating on class B from series 2004-S2.

Concurrently, the rating on class B-1 from series 2003-BC2 is
placed on CreditWatch with negative implications, and the ratings
on the other two classes are removed from CreditWatch negative,
where they were placed Sept. 28, 2006.

Finally, the ratings on 15 other classes from these two series are
affirmed.

The lowered ratings reflect losses incurred by the transactions,
which continue to outpace excess interest and deteriorate
overcollateralization.

Losses have depleted overcollateralization in series 2003-BC2 to
0.57%, or $1.55 million, which is $1 million below its target of
0.90%, or $2.55 million.  Severe delinquencies total
$8.93 million, or 17.51% of the current pool balance, which has
paid down to 18.51%.  If delinquencies continue to translate into
losses and erode available credit support for class B-1, Standard
& Poor's will take further negative rating actions.

Conversely, if monthly excess interest increases to a point at
which it covers monthly net losses and strengthens available
credit support, Standard & Poor's will affirm the rating and
remove it from CreditWatch.

Severe delinquencies in series 2004-S2 total $5.72 million, or
7.00% of the current pool balance.  Overcollateralization has been
depleted to 0.43%, or $2.31 million, below its target of 1.10%, or
$5.96 million.  These are the rating actions: delinquencies, along
with high losses, have caused current credit support to fall below
its original amount, which was sufficient at the previous rating
level.

The ratings on class B-2 from 2003-BC2 and class B 2004-S2 are
being removed from CreditWatch because they are being lowered to
'CCC'.  According to Standard & Poor's surveillance practices,
classes of certificates or notes from RMBS transactions with
ratings lower than 'B-' are no longer eligible to be on
CreditWatch.

Credit support for both transactions is provided by subordination,  
overcollateralization, and excess interest cash flow.  The
collateral for series 2003-BC2 consists of subprime fixed- and
adjustable-rate, first-lien and junior mortgage loans with
original terms to maturity that are no greater than
30 years.  The collateral for series 2004-S2 consists of subprime
fixed-rate, second-lien loans on one- to four-family residential
properties.
  
          Rating Lowered And Placed On Creditwatch Negative
  
               Structured Asset Securities Corp.

                                      Rating
                                      ------
             Series     Class   To               From
             -----      -----   --               ----   
             2003-BC2   B-1     BB/Watch Neg     BBB
   
        Ratings Lowered And Removed From Creditwatch Negative
   
               Structured Asset Securities Corp.
                               
                                    Rating
                                    ------
             Series     Class   To          From
             ------     -----   --          ----  
             2003-BC2   B-2     CCC         B/Watch Neg
             2004-S2    B       CCC         B/Watch Neg
   
                        Ratings Affirmed
    
                 Structured Asset Securities Corp.
   
             Series     Class                Rating
             ------     -----                ------   
             2003-BC2   A                    AAA
             2003-BC2   M-1                  AA
             2003-BC2   M-2                  A
             2003-BC2   M-3                  BBB+
             2003-BC2   M-4                  BBB
             2004-S2    A-SIO                AAA
             2004-S2    M-1                  AA
             2004-S2    M-2                  AA-
             2004-S2    M-3                  A
             2004-S2    M-4                  A-
             2004-S2    M-5                  BBB+
             2004-S2    M-6                  BBB
             2004-S2    M-7                  BBB-


SUMMERWIND AT THE BLUFFS: Case Summary & Eight Largest Creditors
----------------------------------------------------------------
Debtor: Summerwind at the Bluffs LLC
        78-900 Avenue 47 Suite 102
        La Quinta, CA 92253

Bankruptcy Case No.: 06-13504

Chapter 11 Petition Date: November 22, 2006

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Todd C. Ringstad, Esq.
                  Ringstad & Sanders LLP
                  2030 Main Street #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Realty Capital       Loan                      $400,230
Advisors
23191 La Cadena, Suite 103
Laguna Hills, CA 92653

County of Santa Barbara       Property taxes            $190,226
P.O. Box 579
Santa Barbara, CA 93102

Flowers & Associates Inc.     Trade debt                 $23,658
500 East Montecito Street
Santa Barbara, CA 93103

Templeton Planning Group      Trade debt                 $22,043
1470 Jamboree Road, Suite 200
Newport Beach, CA 92660

Richard Hill Adams            Appraisal fees             $12,017
23191 La Cadena, Suite 103
Laguna Hills, CA 92653

Cearnal Andrulaitis LLP       Trade debt                  $8,267
Architecture & Interior Design
521 1/2 State Street
Santa Barbara, CA 93101

Morro Group                   Trade debt                  $4,950
1422 Monterey Street
Suite C200
San Luis Obispo, CA 93401

HDR Engineering Inc.          Trade debt                  $3,185
1936 East Deere Avenue
Santa Ana, CA 92705


SUPERCONDUCTOR TECH: Posts $2.1MM Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Superconductor Technologies Inc. incurred a $2.1 million net loss
for the quarter ended Sept. 30, 2006, compared to a net loss of
$22.7 million for the second quarter of 2006, and a net loss of
$3.6 million in the third quarter of 2005.

Total net revenues for the third quarter were $5.9 million,
compared to $5 million in the second quarter of 2006 and
$3.9 million in the year ago third quarter.  Net commercial
product revenues for the third quarter were $4.9 million, compared
to $3.9 million in the second quarter of 2006 and $3.1 million
in the third quarter of 2005.  Government and other contract
revenue totaled $1 million during the 2006 third quarter, compared
to $1.1 in the second quarter of 2006 and $865,000 during the year
ago period.

At Sept. 30, 2006, the Company's balance sheet showed $23,943,000
in total assets, $4,437,000 in total liabilities and stockholders'
equity of $19,506,000.

As of Sept. 30, 2006, the Company had $11.2 million in working
capital, including $5.4 million in cash and cash equivalents.  
Commercial product backlog was $1.9 million at Sept. 30, 2006,
compared to $950,000 at the end of the third quarter 2005.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1590

"The third quarter's net commercial product revenues increased
approximately 60 percent over last year, and 26 percent
sequentially.  We also increased our backlog by almost $1 million.
Our sales efforts building strategic business relationships at key
customers are beginning to show significant traction," said Jeff
Quiram, STI's president and chief executive officer.  

"This quarter we expanded our customer base by entering into a
Master Supplier Agreement with a major North American wireless
carrier.  We now have the opportunity to work with this carrier to
optimize its RF network with our solutions and in the third
quarter received our first orders.  

"We continue to expand our total addressable markets by leveraging
our existing core technology and utilizing the expertise of our
technical team.  For example, in October we launched the
AmpLink(TM) 1700 solution for the new Advanced Wireless Services
(AWS) spectrum.  This solution provides a simple and cost
effective method to integrate this new spectrum into the current
network while continuing to enhance overall network performance.

"We believe our increasingly successful sales strategy combined
with the continued growth of advanced wireless networks provides
significant opportunity for long-term success at STI."

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2006,
PricewaterhouseCoopers LLP expressed substantial doubt
Superconductor Technologies Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the years ended Dec. 31, 2005, and 2004.  The auditing firm
pointed to the Company's recurring losses and the $9,404,000 in
cash used for operations in 2005.

Headquartered in Santa Barbara, California, SuperConductor
Technologies Inc. -- http://www.suptech.com/-- develops,    
manufactures and markets infrastructure products for wireless
voice and data applications.  The Company's commercial products
are divided into three product offerings: SuperLink (high-
temperature superconducting filters); AmpLink (high performance,
ground-mounted amplifiers); and SuperPlex (high performance
multiplexers).


TEXAS STATE: Defaults Prompt Moody's to Lower Ratings to C
----------------------------------------------------------
Moody's Investors Services has downgraded the rating on Texas
State Affordable Housing Corporation, Multifamily Housing Revenue
Bonds (Ashton Place and Woodstock Apartments Project) Senior
Series 2001A from B2 to Caa3 and Subordinate Series 2001 C from Ca
to C.

Moody's has also affirmed the C rating on Series 2001D.  The
outlook has been revised to stable from negative.

The rating downgrade on the bonds reflects numerous Events of
Default as outlined in the Trust Indenture, including tapping of
the Senior Debt Service Reserve Fund, flowing net revenues instead
of gross revenues to the Trustee, and failing to maintain
insurance coverage as outlined in the Loan Agreement.

In addition, the ratings reflect continued financial distress at
one of the properties securing the bonds.

Legal security:

The bonds are limited obligations of the issuer payable solely
from the revenues, receipts, and security pledged in the
Indenture.

Interest rate derivatives:

None.

Credit strengths:

   -- Occupancy has continued to trend upward at Woodstock
      Apartments, with occupancy rates in the mid-50 percent
      range as compared to the 40 percent range in 2004.

   -- In Sept. 2006, a new property management company was
      assigned to the property and there was a change in the
      Board of Directors, both of which have the potential to
      improve the condition of the properties.

   -- Ashton Place continues to report stable occupancy of 94%.

Credit challenges:

   -- The Trustee has reported that in September and October of
      2006 the property manager flowed net revenues instead of
      gross revenues to the Trustee, as is required in the Trust
      Indenture.  In addition, the Trustee reported that the
      owner has failed to maintain adequate insurance coverage on
      the properties in accordance with the Indenture.

   -- All debt service reserve funds have been tapped multiple
      times.  While there have been no missed payments on the
      Senior Series 2001A bonds, there have been no payments made
      on the Series C bond since February 2004 and on the Series
      D bonds since Aug. 2004.  Currently, there is a shortfall
      in the senior debt service reserve fund of $129,631.

   -- NOI and debt service coverage continue to weaken. Based on
      FY 2005 audited financials, debt service coverage on the
      senior bonds was 0.62x as compared to 0.88x in FY 2004.
      Debt service coverage on the Series C bonds, net of senior
      debt service, was -3.0x; debt service coverage on the
      Series D bonds, net of senior and sub debt service, was -
      3.32x.

Outlook:

The outlook for the bonds is stable.  The stable outlook reflects
Moody's belief that the low ratings accurately reflect the credit
risk associated with the bonds.

What could change the rating- up

   -- Resolution of Events of Default cited by the Trustee; no
      further tapping of debt service reserve funds and
      replenishment of debt service reserve funds to required
      levels.

What could change the rating- down

   -- Further Events of Default with no curing of past defaults;
      steady continued deterioration of the properties' financial
      condition.


TISHMAN SPEYER: S&P Rates $545-Mil. Secured Credit Facility at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Tishman Speyer Real Estate D.C. Area Portfolio
L.P.  and a 'BB-' rating to its pending $545 million secured
credit facility.  The secured credit facility will be composed of
a $370 million term loan due six years from closing and a $175
million revolving credit facility due five years from closing.

The outlook is stable.

"The ratings acknowledge Tishman DC's high quality portfolio of
office assets located in the robust Washington D.C. market and the
strong sponsorship of Tishman Speyer Development Corp., an
established, privately held developer and manager of leading class
A office buildings in major U.S. and international cities," said
credit analyst Linda Phelps.

"These strengths, however, are tempered by risks associated with
the Tishman DC's highly leveraged balance sheet, relatively weak
coverage measures, and a concentration of holdings in a single
market."

Standard & Poor's expect Tishman DC's solid portfolio of
stabilized assets, located in the Washington, D.C., office market,
to remain relatively stable.  Standard & Poor's expect modest
increases in market rents over the next few years.  This will
provide an opportunity for the portfolio to increase its below-
market rents on maturing eases.

Standard & Poor's would look for meaningful improvement in debt
coverage metrics to generate any upward ratings momentum.

However, a significant decline in market conditions for the
Washington, D.C., office market, or deterioration in currently
weak debt coverage metrics, would put pressure on the current
outlook and ratings.


TRIPOS INC: Selling All Discovery's Assets to Vector Capital
------------------------------------------------------------
Tripos Inc. has entered into a definitive agreement to sell
substantially all of the assets of its Discovery Informatics
business to Vector Capital.  This asset sale, expected to close in
the first quarter of 2007, is an initial step in the liquidation
of Tripos.

Liquidating distributions, in an amount to be determined, are
expected to begin approximately six months after the closing of
this transaction.  Tripos' preliminary estimate is that there
would be between $6 million to $12 million available for
distribution to common stockholders assuming completion of the
sale of its Discovery Informatics business to Vector, sale of
its Discovery Research business, completion of certain other
transactions described below, and satisfaction of all liabilities
at amounts currently estimated.

"This transaction will allow the Discovery Informatics business to
continue to serve its computational chemistry and enterprise
research IT customers as a private company with greater access to
growth capital," said Dr. John P. McAlister, president and CEO of
Tripos.  "Furthermore, it will enable the Discovery Informatics
business to strengthen its core SYBYLr business and continue to
develop innovative scientific software products and services to
meet the evolving needs of the pharmaceutical and biotechnology
industries."

Tripos also reported that it is in discussions to sell its
U.K.-based Discovery Research business and related assets.  Tripos
will make prompt public disclosure of any definitive agreements
for the sale of part or all of its Discovery Research business.

"In January 2006, we announced that Tripos had engaged investment
bankers to assist the board in evaluating a range of strategic
alternatives for the company, including mergers and acquisitions,
becoming a private company, and separating its informatics and
research businesses" Commenting on these announcements, Dr.
McAlister added.  "Since then, we have undertaken an intensive
search for the best alternative for our stockholders, and have
engaged in extensive and in some cases advanced negotiations with
several parties, including strategic investors and financial
investors in the United States, Asia and Europe.  The board
recommends that stockholders approve this transaction based upon
its belief that accepting the offer from Vector and proceeding
with the liquidation and dissolution of Tripos provides a greater
certainty of value to our stockholders than the continued
uncertainty of operating Tripos in its current form or under any
other structure that we might reasonably put in place."

             Asset Sale and Proposed Liquidation

Under the asset purchase agreement, Tripos will sell its Discovery
Informatics business for approximately $25.6 million in cash,
subject to adjustment based upon net working capital at closing.  
Tripos will retain certain assets and substantially all the
liabilities of the business, which must be disposed of or
satisfied before any distribution to shareholders.  Tripos' Board
of Directors has approved the transaction and recommends that
Tripos' stockholders approve the transaction at a special meeting
of stockholders at a date to be determined.  The transaction is
subject to numerous customary terms and conditions, including
approval by Tripos' stockholders and limited post-closing
indemnification.  Seven Hills Partners, LLC, acted as exclusive
financial advisor to Tripos in this transaction.

Tripos' preliminary estimate is that there would be between
$6 million and $12 million available for distribution to common
stockholders, assuming completion of the Vector transaction, sale
of the Discovery Research business on the terms currently being
negotiated, and sale of certain other corporate assets, such as
the Missouri headquarters building, surplus U.K. investments and
an investment in a private equity fund.  A substantial portion of
the proceeds from this transaction, in an amount that can only
be estimated at this time, will be needed to pay debts, other
liabilities and any corporate taxes that in a liquidation must be
satisfied before stockholders can be paid.  The exact timing and
amount of any liquidating distributions cannot be predicted at
this time.  Under the agreement, Tripos is not able to make any
distributions to its common stockholders for six months after
closing.

The amount and timing of liquidating distributions are subject
to a number of uncertainties, some of which are not fully within
Tripos' control, including Tripos' ability to consummate the sale
of its Discovery Informatics and Discovery Research businesses at
the prices and terms currently under negotiation; the price Tripos
is able to obtain for certain corporate assets that are not part
of the transactions under discussion; the terms upon which Tripos
is able to settle its outstanding liabilities and other
liabilities that will arise in a liquidation; the costs that
Tripos will incur while it remains a public company that files
reports with the Securities and Exchange Commission; and the
duration and expense of the liquidation process.

Tripos plans to file a proxy statement with the SEC containing
more detailed information about the proposed asset sale to Vector
and other elements of its plan for liquidation and dissolution,
including additional information about estimated proceeds to
stockholders.  Following SEC review of the proxy statement, Tripos
will schedule a special meeting of stockholders and distribute the
proxy statement.  It is currently anticipated
that the special meeting will be held early in 2007.

Tripos, Inc. -- http://www.tripos.com/-- (Nasdaq:TRPS) combines   
leading-edge technology and innovative science to deliver
consistently superior chemistry-research products and services for
the biotechnology, pharmaceutical and other life science
industries.  Within Tripos' Discovery Informatics business, the
company provides software products and consulting services to
develop, manage, analyze and share critical drug discovery
information.  Within Tripos' Discovery Research business, Tripos'
medicinal chemists and research scientists partner directly with
clients in their research initiatives, leveraging state-of-the-art
information technologies and research facilities.


US STEEL: Fitch Lifts Issuer Default Rating to BBB- From BB
-----------------------------------------------------------
Fitch Ratings has upgraded the ratings of United States Steel
Corporation securities:

      -- Issuer Default Rating to 'BBB-'from 'BB';

      -- Senior Unsecured Debt to 'BBB-' from 'BB';
      
      -- $600 million senior secured revolving credit facility to
          'BBB' from 'BB+'.

The Rating Outlook for U.S. Steel Corporation has been changed to
Stable.

The ratings reflect permanent improvements to U. S. Steel's assets
and capital structure afforded by robust market conditions.  
Earnings will continue to be impacted by the cyclical nature of
the steel market as well as high natural gas prices.

U. S. Steel's performance for the first nine months has exceeded
expectations on resilient domestic pricing and good operating
control.  Domestic steel pricing should be relatively stable;
there is evidence of supply discipline given high natural gas
prices and to a lesser extent high coke, iron and scrap prices as
well as high transportation costs and the weak U.S. dollar both of
which discourage imports.  Last twelve months EBITDA topped
$2 billion which compares to debt of $1.5 billion and cash of $1.4
billion at Sept. 30, 2006.

While fourth quarter 2006 shipments should decline from the third
quarter, the company should be in a net cash position at year-end.  
In the near term, we expect leverage as measured by EBITDA to
Total Debt to remain under one times.  Liquidity is very strong
with cash on hand of $1.4 billion and availability under domestic
facilities of $1.1 billion.

The Stable Outlook reflects Fitch's view that the company will
continue to improve its asset base while preserving its strong
liquidity and conservative capital structure over the next twelve
to eighteen months.

U. S. Steel a producer of steel in the United States and has a
worldwide raw steel capability of nearly 27 million tons per year.


VALLEY HEALTH: Fitch's Rating on Revenue Bonds Remain at BB-
------------------------------------------------------------
The approximately $36.3 million Valley Health System hospital
revenue bonds, 1996 series A, and $48.4 million certificates of
participation, series 1993 remain on Rating Watch Evolving by
Fitch.

Fitch currently rates the bonds 'BB-'.

The Rating Watch Evolving reflects management's intention to go
back to the voters sometime in the second quarter of 2007 for
passage of a bond proposal.  The proposal would authorize VHS to
issue general obligation bonds secured by property tax revenues.
Proceeds would refund the outstanding series 1993 and 1996 bonds,
fund VHS' seismic retrofitting and capacity needs at the Hemet
Valley Medical Center, and finance the construction of a new
patient tower at Menifee Valley Medical Center.

While voters failed to pass a similar bond measure in a special
election held on Sept. 19, 2006, VHS management believes that two
new developments may prove helpful for the bond's passage.

First, VHS has recently signed a new labor contract with its
unions, which predicates certain compensation increases on the
cost savings that the bond sale would produce.

Second, all VHS incumbent board members were re-elected on
Nov. 7, 2006.  This ensures stability and continuity for
management to pursue a second bond referendum.

Fitch expects to get an update from management over the coming
weeks to discuss the timeline for the bond referendum and will
update the market accordingly.  

However, given the financial performance of VHS and its current
inability to fund significant capacity needs and seismic
retrofitting requirements, Fitch believes a downgrade is likely if
the bond referendum does not pass.  Through the unaudited
12 months ended June 30, 2006, VHS had a negative 1.7% operating
margin. At June 30, 2006, VHS had unrestricted cash and
investments of $22.7 million, which translated to 41.9 days cash
on hand and cash to debt of 26.5%.

VHS owns and operates three acute care hospitals with a total of
525 licensed beds and a skilled nursing facility with 120 beds.
The hospitals include Hemet Valley Medical Center, Menifee Valley
Medical Center, and Moreno Valley Community Hospital.  VHS
covenants to provide only annual disclosure of financial and
operating statistics, which is viewed negatively by Fitch.


VICTORY MEMORIAL: Organizational Meeting Scheduled on November 28
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will hold an organizational meeting
to appoint an official committee of unsecured creditors in Victory
Memorial Hospital and its debtor-affiliates' chapter 11 cases at
1:00 p.m., on Nov. 28, 2006, at the New York Marriott at the
Brooklyn Bridge, 333 Adams Street in Brooklyn, New York.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Located in Brooklyn, New York, Victory Memorial Hospital, is a
not-for profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.  
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.

Victory Ambulance Services, Inc. a for-profit subsidiary, provides
Victory Hospital with ambulance services.  Victory Pharmacy, Inc.,
a for-profit subsidiary, does not have any employees or assets.

The Company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts between $1 million and $100 million.  
The Debtors' exclusive period to file a chapter 11 plan expires on
Mar. 15, 2007.


VILLAGEEDOCS INC: Inks Warrant Exchange Pact with Barron Partners
-----------------------------------------------------------------
VillageEDOCS Inc. and Barron Partners LP entered into a Warrant
Exchange Agreement, pursuant to which Barron tendered (i) Stock
Purchase Warrants "A" to purchase an aggregate of 32,000,000
shares of VillageEDOCS' no par value common stock and (ii) Stock
Purchase Warrants "B" to purchase an aggregate of 8,000,000 shares
of VillageEDOCS' Common Stock.

In consideration for tender of the warrants, VillageEDOCS issued
22,500,000 shares of its Series A Preferred Stock to Barron.  The
preferred stock is convertible at the option of the holder into
Common Stock on a one-for-one basis.  

VillageEDOCS also agreed to file a registration statement on or
before Dec. 7, 2006, with respect to the Common Stock underlying
the Preferred Stock.

VillageEDOCS disclosed that if the registration statement has not
been declared effective by Feb. 28, 2007, it is obligated to issue
additional shares of Common Stock to Barron at the rate of 1% per
month, for a maximum of 12 months, until the registration
statement has been declared effective.

The Exchange Agreement reduces the number of shares that were
issuable pursuant to the warrants.

A full text-copy of the Warrant Exchange Agreement may be viewed
at no charge at http://ResearchArchives.com/t/s?158d

VillageEDOCS Inc. -- http://www.villageedocs.com/-- through its  
MessageVision subsidiary, provides comprehensive business-to-
business information delivery services and products for
organizations with mission-critical needs, including major
corporations, government agencies and non-profit organizations.
The Company's Tailored Business Systems subsidiary provides
accounting and billing solutions for county and local governments.
Through its Resolutions subsidiary, it provides products for
document management, archiving, document imaging, imaging
software, document scanning, e-mail archiving, document imaging
software, electronic forms, and document archiving.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 14, 2006,
Corbin & Company, LLP, in Irvine, California, raised substantial
doubt about VillageEDOCS' 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 since inception and its working capital
deficit of $676,198 at Dec. 31, 2005.


VISTEON CAPITAL: Moody's Cuts Corp. Family Rating to B3 from B2
---------------------------------------------------------------
Moody's Investors Service has downgraded Visteon Corporation's
Corporate Family Rating to B3 from B2, changed the ratings outlook
to stable from under review for possible downgrade and affirmed
the company's liquidity rating of SGL-3.

At the same time, the rating agency lowered the ratings on
Visteon's secured bank obligations to Ba3 LGD-2, 24% from Ba2 LGD-
2, 22%, and Visteon's unsecured notes to Caa2 LGD-6, 91% from
Caa1, LGD 6, 91%.

The revised Ba3 rating on the bank term loan also applies to the
$100-$200 million increase to the term loan announced on November
15, 2006. Ratings on Visteon's and Visteon Capital's shelf filings
were also lowered one notch in parallel.

The rating action concludes a review reported on Oct. 4, 2006.

The B3 Corporate Family rating emphasizes weaker metrics which
Visteon's 2006 performance is likely to produce and, compared to
earlier assumptions, the consequences of a more challenging
automotive market in 2007.

This flows from meaningful reductions in market share and build-
rates by its largest customer, Ford Motor Company, as well as
prevailing industry conditions affecting all auto makers.  While
Visteon continues with an improved foundation with sufficient
resources and an appropriate strategy from which it can progress,
the pace of that improvement will be slower than Moody's earlier
expectations.

Moody's assumes that debt levels at the end of 2006 will be
slightly higher than those in its earlier projections.  When
combined with weaker earnings and free cash flow anticipated in
2007 the higher levels of debt will yield coverage ratios closer
to those associated with a B3 Corporate Family rating.

Nonetheless, Visteon receives higher scores under the Auto
Supplier rating methodology for its substantial scale, global
footprint, improving customer and geographic diversification and
stability provided by its liquidity and debt maturity profiles.
Scores for those factors suggest a rating in the Ba category and a
blended rating under the methodology of B1.  

The assigned B3 Corporate Family ratings places greater weight on
the impact which lower Ford North American volumes may have on
Visteon's performance.

Over time, ongoing restructuring actions could better position its
fixed and variable cost structure to achieve higher margins. But,
prospective lower volumes make this more challenging to achieve in
the near term.  Scores for several quantitative measurements are
in the Caa rating category and pull the overall result into the
low B rating category.  Sufficient resources to accomplish the
bulk of necessary restructuring actions are available under the
Ford funded escrow account.

By increasing the size of its secured bank term loan and reducing
the level of its unsecured notes as a result of the company's
second quarter repurchases, the composition of Visteon's debt
capital has shifted.

Under the Loss Given Default Methodology, this impacts recovery
levels on rated obligations as overall enterprise value has not
changed materially.  Bank term loans also benefit from upstreamed
guarantees from Visteon's material domestic subsidiaries.  The
unsecured notes are not guaranteed and are effectively subordinate
to the bank debt.

Consequently, the combination of a change in Corporate Family
Rating and the underlying mix of debt produce lower ratings and
marginally higher loss given default measurements.  The Ba3
ratings on the secured bank term loans, three notches above
Corporate Family, continue to reflect the benefits of collateral
and the level of junior capital beneath their claims.  The
converse of this yields a Caa2 rating for the unsecured notes, two
notches below the Corporate Family.

The outlook is stable at the B3 Corporate Family Rating.  This
incorporates current views on the company's prospective leverage,
coverage ratios and limited capacity to generate free cash flow.

Additional funds from the incremental term loan support Visteon's
liquidity and serve to reduce near term default risks.  Resources
in the Ford funded escrow account continue to be available to
finance ongoing restructuring actions, which, over a lengthier
period of time, could permit stronger results to emerge should
industry volumes prove accommodating.

The SGL-3 liquidity rating represents adequate liquidity over the
coming twelve months.  This is based on availability under its
external funding commitments, limited debt amortization in 2007,
and minimal constraints from financial covenants under its bank
facilities.  Pro forma for the upsized bank term loan, cash and
cash equivalents at Sept. 30, 2006 would be roughly $840 million.
Should Visteon raise more than $100 million through increasing its
term loan, its internal resources would improve.

Ratings changed:

   * Visteon Corporation

      -- Corporate Family Rating, B3 from B2

      -- Outlook, stable from ratings under review for possible
         downgrade

      -- Probability of Default rating, B3 from B2

      -- Senior secured term loan, Ba3 LGD-2, 24% from Ba2, LGD2,
         22%

      -- Senior unsecured notes, Caa2 LGD-6 91% from Caa1, LGD6,
         91%

      -- Shelf filings on unsecured, subordinated and preferred,
         (P)Caa2 LGD6, 91%; (P)Caa2 LGD6, 97%; and (P)Caa2 LGD6,
         97% from (P)Caa1, LGD6, 91%; (P)Caa1, LGD6, 97%; and
         (P)Caa1, LGD6, 97% respectively

   * Visteon Capital Trust I

      -- Shelf trust preferred, (P)Caa2, LGD6, 97 % from (P)Caa1,
         LGD6, 97%

Ratings affirmed:

   * Visteon Corporation

      -- Speculative Grade Liquidity rating, SGL-3

The last rating action was on October 4, 2006 at which time
Visteon's ratings were put under review for possible downgrade and
the SGL-3 liquidity rating was affirmed.

Visteon Corporation, headquartered in Van Buren Township, MI, is a
global automotive supplier that designs, engineers and
manufactures climate control, interior, electronic and lighting
products for vehicle manufacturers and provides a range of
products and services to aftermarket customers.  The company has
more than 170 facilities in 26 countries and employs 46,000
people.  Revenues in 2006 are anticipated to be $10.9 billion.


WALL STREET SUITES: Taps Backenroth Frankel as Bankruptcy Counsel
-----------------------------------------------------------------
Wall Street Suites, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Backenroth
Frankel & Krinsky, LLP, as its bankruptcy counsel.

Backenroth Frankel will:

    (a) provide the Debtor with legal counsel with respect to its
        powers and duties as a debtor-in-possession in the
        continued operation of its business and management of its
        property during the Chapter 11 case;

    (b) prepare on behalf of the Debtor all necessary
        applications, answers, orders, reports, and other legal
        documents which may be required in connection with the
        Chapter 11 case;

    (c) provide the Debtor with legal services with respect to
        formulating and negotiating a plan of reorganization with
        creditors; and

    (d) perform other legal services for the Debtor as may be
        required during the course of the Chapter 11 case,
        including but not limited to, the institution of actions
        against third parties, objections to claims, and the
        defense of actions which may be brought by third parties
        against the Debtor.

Mark A. Frankel, Esq., a member at Backenroth Frankel, tells the
Court that the firm has received a $50,000 retainer.

Mr. Frankel tells the Court that he will bill $435 per hour for
this engagement.  Mr. Frankel discloses that senior partners at
the firm bill $485 per hour while paralegals bill $125 per hour.

Mr. Frankel assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Frankel can be reached at:

         Mark A. Frankel, Esq.
         Backenroth Frankel & Krinsky, LLP
         489 Fifth Avenue
         New York, NY 10017
         Tel: (212) 593-1100
         Fax: (212) 644-0544

Wall Street Suites, LLC, owns a 14-story building containing 28
apartments located at 110 Front Street in New York.  The Company
filed for chapter 11 protection on Nov. 21, 2006 (Bankr. S.D.N.Y.
Case No. 06-12769).  When the Debtor filed for protection from its
creditors, it listed total assets of $14,751,000 and total debts
of $25,467,664.  The Debtor's exclusive period to file a chapter
11 plan expires on Mar. 21, 2007.


WELLS FARGO: Fitch Rates Two Certificate Classes at Low-Bs
----------------------------------------------------------
Fitch rates Wells Fargo mortgage pass-through certificates, series
2006-AR19:

   -- $768,523,100 classes A-1 through A-8, A-IO, and A-R 'AAA';
   -- $20,414,500 class B-1 'AA';
   -- $4,803,300 class B-2 'A';
   -- $2,802,000 class B-3 'BBB';
   -- $1,601,100 class B-4 'BB'; and,
   -- $1,200,900 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 4%
subordination provided by the 2.55% class B-1, 0.60% class B-2,
0.35% class B-3, 0.20% privately offered class B-4, 0.15%
privately offered class B-5, and 0.15% privately offered class B-
6.

The class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
Wells Fargo Bank, N.A.

The transaction is secured by a pool of mortgage loans, which
consists of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately ten years.  Thereafter, the
interest rate will adjust on an annual basis.

The interest rate of each mortgage loan will adjust to equal the
sum of the index and a gross margin.  Thereafter, the interest
rate will adjust on an annual basis to the sum of the weekly
average yield on U.S.  Treasury Securities adjusted to a constant
maturity of one year.  Approximately 87.17% of the mortgage loans
are interest-only loans, which require only payments of interest
until the month after the first adjustment date.

The mortgage loans have an aggregate principal balance of
approximately $800,545,724 as of the cut-off date on
Nov. 1, 2006, an average balance of $676,137, a weighted average
remaining term to maturity of 358 months, a weighted average
original loan-to-value ratio of 70.95%, and a weighted average
coupon of 6.450%.  Rate/Term and equity take-out refinances
account for 17.29% and 16.43% of the loans, respectively.  The
weighted average original FICO credit score of the loans is 745.
Owner-occupied properties and second homes comprise 89.76% and
10.24% of the loans.  

The states that represent the largest geographic concentration are
California, New York, Florida, New Jersey, and Maryland.  All
other states represent less than 5% of the aggregate pool balance
as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc.
WFHM sold the loans to Wells Fargo Asset Securities Corporation, a
special purpose corporation, which deposited the loans into the
trust.  The trust issued the certificates in exchange for the
mortgage loans.  Wells Fargo Bank, N.A. an affiliate of WFHM, will
act as servicer, master servicer, paying agent, and custodian, and
HSBC Bank USA, N.A. will act as trustee.  For federal income tax
purposes, elections will be made to treat the trust as two real
estate mortgage investment conduits.


WINN-DIXIE: Court Enters Findings and Conclusions on Join Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
entered on Nov. 16, 2006, its Findings of Fact and Conclusions of
Law from the Honorable Jerry A. Funk with respect to the
confirmation of Winn-Dixie Stores Inc. and its debtor-affiliates'
Joint Plan of Reorganization.

Judge Funk explains why it overruled the seven groups of
objections to the confirmation of the Debtors' Joint Plan:

(1) Objecting Landlords

The Objecting Landlords argued that the Court cannot confirm the
Debtors' Plan because the provisions regarding Class 13-Landlord
Claims cause the Plan to be inconsistent with Section 1123(a)(4)
of the Bankruptcy Code.  The Court disagrees with the Objecting
Landlords.

The Court believes the argument proffered by the Objecting
Landlords is a valid argument, but the weight of the evidence
adduced in the record frustrates the Court's ability to agree
with the Objecting Landlords.

The Court rules that the Objecting Landlords are not receiving
unequal treatment under the Plan because they and the landlords
without guarantees had to give up something in exchange for their
share.

Judge Funk says it was the Objecting Landlords' burden to prove
to the Court that they were receiving disparate treatment in
violation of Section 1123(a)(4), and the Objecting Landlords
simply failed to meet the burden.

While the Court is pleased with the Objecting Landlords'
ingenuity, unfortunately, Judge Funk says the Court cannot modify
the Plan without evidence of an inequity.  The Court duly noted
the Objecting Landlords' well-placed arguments but based upon the
record as a whole, the Court cannot agree with their assertions
and has overruled their objections, Judge Funk adds.

(2) IRS

The U.S. Internal Revenue Service objected to the treatment of
its general unsecured claim, specifically, its non-compensatory
damages claims, which was placed in Class 20 and receives no
distribution under the Plan.  The Court holds that the Debtors
have provided adequate justification for the allegedly disparate
treatment.

The Court notes that in a Chapter 7 liquidation the IRS would
probably receive the same distribution in Class 20, given the
going-concern value of the Debtors.  As a result, the Court
overrules the objection of the IRS to the differing treatment of
general unsecured claims.

The Court also overrules the IRS' objection to the effective date
of the Debtors' Plan.  Contrary to the IRS' contention, the Court
rules that the conditions set in the Plan concerning the
effective date are adequately definite and many of them have
already been completed.

However, to assuage the IRS' fears that the effective date is too
tenuous and capable of manipulation by the parties, the Court
reserves jurisdiction to impose an effective date.  Thus, the IRS
or any other party-in-interest may file an appropriate motion to
impose the effective date if the parties dawdle.

(3) Insurance Proceeds Proceeding

Bundy New Orleans Co. LLC alleged that the Debtors have absconded
with the insurance proceeds relating to an insurance claim with
respect to a Winn-Dixie store in New Orleans, Louisiana.  Bundy
holds a Class 13-Landlord Claim and an administrative claim
against the Debtors.

Objecting under numerous theories, Bundy essentially claimed that
the Debtors' use of the allegedly absconded insurance proceeds is
in violation of Section 1129(a)(1) and (a)(2) of the Bankruptcy
Code because neither the Plan nor the Debtors complies with the
applicable provisions of the Bankruptcy Code.

Bundy also objected on other grounds, but the objections were
immaterial because the Court overruled Bundy's objections.
Without deciding the merits of the underlying adversary
proceeding, Judge Funk says there is ample liquidity to pay Bundy
without affecting feasibility.

Because of the liquidity, if Bundy is victorious in the
underlying adversary proceeding, it will be in a position to
receive all of its allegedly absconded insurance proceeds from
the Debtors.  Thus, all of Bundy's objections are inapposite and
accordingly overruled, Judge Funk declares.

(4) Class 10 Claims

Although the Plan is silent as to the interest rate for Class 10-
Secured Tax Claims, the Debtors propose to pay 7% interest on the
claims based on the approximate amount they will pay their exit
financing lender.

The Objecting Class 10 Claimants assert that their claims should
be paid at their respective statutory rates ranging from 10% to
18%, and that the Debtors' proposal to pay anything less violates
Section 1129(b)(2).

The Court notes that other than requesting it to take judicial
notice of the statutory rates, the Objecting Class 10 Claimants
presented no evidence as to the appropriate interest rate.

The existence of an efficient market in the Debtors' case coupled
with the Objecting Class 10 Claimants' senior lien position and
the consequent low risk of non-payment leads the Court to
conclude that the appropriate interest rate in providing for
deferred payments to the Class 10 Claimants is 7%.

(5) FTC

The Florida Tax Collectors objected to the Debtors' Plan on
numerous constitutional grounds, including sovereign immunity
defenses, subject matter jurisdiction pursuant to the 10th
Amendment, violations of the Full Faith and Credit Clause, as
well as state law arguments.

Judge Funk holds that the FTC Objections are relevant to the
FTC's other requests to the Court but are not relevant to the
confirmation of the Plan.  The Court has taken the constitutional
issues under advisement, and the Court will separately enter
findings of fact and conclusions of law in due course.

The FTC also objected to the Plan Confirmation under Sections
1129(a)(9)(A) and 1129(a)(1), asserting that the 2006
postpetition ad valorem property taxes must be treated as an
administrative expense and paid in cash on the Effective Date.

The issue was neither addressed at the Confirmation Hearing nor
in the Debtors' Reply to the FTC's Supplemental Memorandum of
Law.  The FTC also raised other objections based on various
provisions of Section 1129.

With respect to the FTC's objections to the Plan being confirmed,
all objections except the issue of whether the 2006 ad valorem
property taxes must be classified as an administrative expense
were overruled.

(6) U.S. Trustee

The U.S. Trustee objected to provisions of the Plan providing for
the (i) payment by the Debtors of certain professional fees and
expense of the members of the official committees; (ii) payment
by the Debtors of certain professional fees and expenses of
Wilmington Trust Company as the Indenture Trustee; and (iii) non-
Debtor releases.

Based on the testimony at the Confirmation Hearing, Judge Funk
rules that the professionals involved made a substantial
contribution to the Debtors' Chapter 11 cases, thus allowance of
their fees is appropriate.  However, the Court will require the
professionals who seek payment of fees and expenses to file fee
applications.

The Court sustains the U.S. Trustee's objection to the Indenture
Trustee Expenses and directs the Indenture Trustee to file an
expense application.  According to Judge Funk, the Court finds it
ill-advised and is unwilling to sign a blank check for the
Indenture Trustee Expenses.

The Court overrules the U.S. Trustee's objection to the non-
Debtor releases.  Judge Funk explains that the releases under the
Plan are fair and equitable and in the best interests of the
Debtors' estates, and the exculpation clause is appropriate in
light of the significant contributions made to the case by the
beneficiaries of the exculpation clause.

(7) Shareholders

The Court overrules the objections by the shareholders because of
the absolute priority rule, the Plan does not discriminate
unfairly among Classes 18 to 21, and no class or interests junior
to these classes will receive any property on account of their
claims or interests.

A full-text copy of the Court's 38-page Findings of Fact
and Conclusions of Law is available free of charge at
http://ResearchArchives.com/t/s?159f

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Five Parties Appeal Confirmation in District Court
--------------------------------------------------------------
Pursuant to 28 U.S.C. Section 158(a) and Rule 8001(a) of the
Federal Rules of Bankruptcy Procedure, various creditors will
take an appeal to the U.S. District Court for the Middle District
of Florida from the Bankruptcy Court's order dated Nov. 9, 2006,
confirming Winn-Dixie Stores Inc. and its debtor-affiliates' Joint
Plan of Reorganization.

The Appellants are:

   (1) Florida Tax Collectors;

   (2) CWCapital Asset Management LLC;

   (3) Liquidity Solutions, Inc.;

   (4) Objecting Landlords, namely E&A Financing II LP, E&A
       Southeast LP, Shields Plaza Inc., Woodberry Plaza (E&A)
       LLC, Villa Rica Retail Properties LLC, Halpern
       Enterprises, and Bank of America as Trustee of Betty
       Holland; and

   (5) ORIX Capital Markets LLC.

CWCapital and ORIX Capital will also take an appeal from Judge
Funk's Findings of Fact and Conclusions of Law dated Nov. 16,
2006.

The FTC, Liquidity Solutions and E&A Financing filed separate
notices of appeal on Nov. 17, 2006.

The FTC is represented in the Debtors' cases by Brian T. Hanlon,
Esq., of the Office of the Tax Collector in West Palm Beach,
Florida.

Liquidity Solutions is represented by Harley E. Riedel, Esq., and
Elena P. Ketchum, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, Florida.

Kimberly H. Israel, Esq., and Adam N. Frisch, Esq., at Held &
Israel, in Jacksonville, Florida, represent E&A Financing, et al.

CWCapital and ORIX Capital filed separate notices of appeal on
November 20, 2006.  Richard R. Thames, Esq., at Stutsman Thames &
Markey P.A., in Jacksonville, Florida, represents both parties.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Registers 400 Million Shares of New Common Stock
------------------------------------------------------------
Winn-Dixie Stores Inc. filed a Form 8-A12B with the Securities and
Exchange Commission to register up to an aggregate of 400,000,000
shares of common stock, with a par value of $0.001 per share,
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.

Winn-Dixie's New Common Stock is being issued pursuant to the
Plan, and following the filing of the company's Amended and
Restated Articles of Incorporation with the State of Florida.

The company is subject to certain anti-takeover provisions that
apply to public corporations under Florida law.  Pursuant to
Section 607.0901 of the Florida Business Corporation Act, a
publicly held Florida corporation may not engage in a broad range
of business combinations or other extraordinary corporate
transactions with an "interested shareholder" without the
approval of the holders of two-thirds of the voting shares of the
corporation.  An "interested shareholder" is defined as a person
who together with affiliates and associates beneficially owns
more than 10% of a corporation's outstanding voting shares.

Winn-Dixie is also subject to Section 607.0902 of the Florida Act,
which prohibits the voting of shares in a publicly held Florida
corporation that are acquired in a "control share acquisition"
unless the holders of a majority of the corporation's voting
shares -- exclusive of shares owned by officers of the
corporation, employee directors or the acquiring party -- approve
the granting of the voting rights as to the shares acquired in
the "control share acquisition."  A control share acquisition is
defined as an acquisition that immediately thereafter entitles
the acquiring party to 20% or more of the total voting power in
an election of directors.

The statutory provisions may prevent takeover attempts that might
result in a premium over the market price of the company's common
shares.

A full-text copy of Winn-Dixie's registration statement is
available for free at http://ResearchArchives.com/t/s?159c

A full-text copy of Winn-Dixie's Amended and Restated
Articles of Incorporation is available for free at
http://ResearchArchives.com/t/s?159d

A full-text copy of Winn-Dixie's Amended and Restated By-Laws is
available for free at http://ResearchArchives.com/t/s?159e

                     Distribution Record Dates

Holders of Allowed Claims other than holders of Noteholder Claims
were entitled to receive distributions under the Plan on Nov. 15,
2006.

Holders of Allowed Noteholder Claims will be entitled to receive
distributions by Jan. 5, 2007.

The Reorganized Debtors, the Disbursing Agent, the Indenture
Trustee, and each of their agents, successors and assigns will
have no obligation to recognize any transfer of claims occurring
after the applicable Distribution Record Date and will be
entitled instead to recognize and deal for all purposes with only
those record holders stated on the claims registers or transfer
ledgers as of the close of business on the applicable
Distribution Record Date.

The number of shares of New Common Stock to be issued under the
Plan for distribution to the holders of Allowed Unsecured Claims
and to the Common Stock Reserve -- on account of holders of
Disputed Unsecured Claims -- on the initial Distribution Date,
will be 54,000,000 shares.  As provided for in the Plan, the
distribution shares are subject to dilution by grants of shares
or options under the New Equity Incentive Plan.

The initial Distribution Date for Allowed Unsecured Claims will
be no later than Jan. 5, 2007, unless otherwise ordered by the
Court.  The initial Distribution Date has not yet been
established.

As of the Confirmation Date, no holder of an Unsecured Claim is
receiving a recovery that is valued to exceed 100% of the
holder's Allowed Claim based on any change in the Debtors'
reorganization value as estimated in the Disclosure Statement
resulting solely from:

   (1) a decrease in the amount of Administrative Claims,
       Priority Claims, Priority Tax Claims, and Secured Claims
       as determined on the Confirmation Date; or

   (2) an increase in the amount of cash available to the Debtors
       to satisfy the Claims as determined on the Confirmation
       Date.

Therefore, there will be no redistribution of New Common Stock
from any holder to another holder of an Unsecured Claim.

                            Vacant Seat

As previously reported, the Debtors have identified nine
individuals to serve as members of their new board of directors.
However, Ronald E. Elmquist, the president and CEO of Qualserve
Corp. since 2005 and a director of Radio Shack Corp.,
subsequently withdrew his name from consideration for the New
Board.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells the Court that Mr. Elmquist's
replacement has not yet been identified, thus one of the
positions on the New Board will be vacant on the Effective Date
of the Debtors' Joint Plan of Reorganization and will be filled
by the New Board, in accordance with the New Winn-Dixie By-laws.

Peter L. Lynch, Evelyn V. Follit, Charles P. Garcia, Jeffrey C.
Girard, Yvonne R. Jackson, Gregory P. Josefowicz, Terry Peets,
and Richard E. Rivera will serve on the New Board as of the
Effective Date.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WISCONSIN AVENUE: Fitch Holds Rating on $1.2-Million Certs. at B
----------------------------------------------------------------
Fitch upgrades Wisconsin Avenue Securities' subordinate REMIC
pass-through certificates, series 1997-M8:

      -- $3.7 million class B to 'BBB+' from 'BBB'.

In addition, Fitch affirms this rating:

      -- $1.2 million class C at 'B'.

The $423,708 class A-2, $13.4 million class A-3, and X-2
certificates were exchanged for Federal National Mortgage
Association guaranteed REMIC pass-through certificates and are not
rated by Fitch.  Classes A-1 and interest only class X-1 have paid
in full.

The upgrades are due to additional paydown of since Fitch's last
rating action, resulting in increased credit enhancement.

The certificates are collateralized by 27 mortgage loans, which
are secured by cooperative apartment buildings.  By loan balance,
76% of the pool is located in the New York City metropolitan area.  
Fitch views this concentration positively because cooperatives
within the New York City market have performed extremely well
historically.  As of the Oct. 2006 distribution date, the pool's
aggregate principal balance has been reduced by approximately 90%
to $18.7 million from $196.2 million at issuance.

Currently, there are no specially serviced loans.

NCB, FSB, the master servicer, received year-end 2005 operating
statements on approximately 84% of the outstanding balance.  The
year-end 2005 stressed weighted-average debt service coverage
ratio decreased to 3.71x compared to 3.95x at YE 2004.  The
stressed DSCR's were calculated based on Fitch mortgage constants
and net operating income derived from hypothetical market rental
income less current actual borrower reported expenses.  The
hypothetical market rental income is based on conservative market
rental rates at origination.


WOODWIND & BRASSWIND: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Dennis Bamber, Inc.
        dba The Woodwind & The Brasswind
        4004 Technology Drive
        South Bend, IN 46628

Bankruptcy Case No.: 06-31800

Type of Business: The Debtor sells 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.  See
                  http://www.guitarcenter.com/

Chapter 11 Petition Date: November 21, 2006

Court: Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Howard L. Adelman, Esq.
                  Adelman & Gettleman, Ltd.
                  53 West Jackson Boulevard, Suite 1050
                  Chicago, IL 60604
                  Tel: (312) 435-1050
                  Fax: (312) 435-1059

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Conn-Selmer Inc.                                   $3,034,618
   P.O. Box 66980
   Indianapolis, IN 4266-6980

   Yamaha Corporation                                 $2,797,114
   P.O. Box 73035
   Account #300063
   Chicago, IL 60673-7035

   Jupiter Band Instruments Inc.                      $1,402,631
   P.O. Box 90249
   Jupiter Account #09113
   Austin, TX 78709-0249

   Pearl Corporation                                    $779,394
   Msc 410273
   P.O. box 415000
   Nashville, TN 37241-5000

   Gemstone                                             $709,873
   2437 Reliable Parkway
   Chicago, IL 60686-0024

   Fender Musical Instrument Corp.                      $638,663
   P.O. Box 52567
   Phoenix, AZ 85072-2567

   Buffet Crampon USA Inc.                              $614,838
   38889 Eagle Way
   Chicago, IL 60678-1388

   Gibson Guitar Corp.                                  $434,380
   P.O. Box 277708
   Atlanta, GA 30384-7708

   Federal Express                                      $375,661
   P.O. Box 371741
   Pittsburgh, PA 15250-7741

   St. Joseph County Treasurer                          $350,000
   P.O. Box 4758
   South Bend, IN 46634-4758

   Amati USA Inc                                        $343,471
   1124 Globe Avenue
   P.O. Box 1429
   Mountainside, NJ 07092

   Midland Paper                                        $340,176
   1140 Paysphere Circle
   Chicago, IL 60674

   Beijing Deyong Musical Instrument                    $306,932
   Suite 1104 Sec B Jia Ye Mansion
   #6 Nansanhuan Donglu Fengt
   Beijing, China

   Porry Judd's                                         $304,981
   3076 Payshpere Circle
   Chicago, IL 60674

   US Music Corp.                                       $278,839
   4802 Paysphere Circle
   Chicago, IL 60674

   Epicor Software Corporation                          $227,803
   Department 1547
   Los Angeles, CA 90084-1547

   Getzen Company                                       $221,448
   530 South Highway H
   P.O. Box 440
   Elkhorn, WI 53121

   Miraphone EG                                         $205,520
   P.O. Box 11 29
   84464 Waldkraiburg, Germany

   Loud Technologies Inc.                               $186,135
   16220 Wood-red Road Northeast
   P.O. box 84223
   Seattle, WA 98124-5523

   Fox Products Corporation                             $159,737
   Box 347
   South Whitley, IN 46787


* BOOK REVIEW: Trump: The Saga of America's Most Powerful Real
               Estate Baron
--------------------------------------------------------------
Author:     Jerome Tuccille
Publisher:  Beard Books
Paperback:  288 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982234/internetbankrupt


This is the remarkable unfinished saga of an extraordinary
American.  When this book was first published in 1985, Donald J.
Trump was scarcely into his fourth decade.

He made the leap from local New York City boy who had made good to
a national and even world-prominent figure.

It all started some 10 years earlier when Trump gambled that New
York City would rebound from its financial morass.  People laughed
and scoffed at that time, but he was right, and he has profited
mightily from his faith and vision.

This is compelling reading about the inside machinations of his
glamorous world.

                             *********

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 ***