TCR_Public/061201.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, December 1, 2006, Vol. 10, No. 286

                             Headlines

ACURA PHARMACEUTICALS: Secures $534,000 Bridge Funding
ALDERWOODS GROUP: Service Deal Cues Moody's Ratings Withdrawal
ALERIS INT'L: Moody's Lowers B1 Corporate Family Rating to B2
ALLIED PROPERTIES: Court Converts Case to Chapter 7 Proceeding
ALLIED PROPERTIES: Trustee Hires Thompson & Knight as Counsel

ASSET BACKED: Moody's Assigns Ba1 Rating to Class B Certificates
ASSURED PHARMACY: Sept. 30 Equity Deficit Increases to $839,686
AURORA ACQUISITION: Moody's Rates Proposed Senior Notes at Caa1
AVANI INT'L: September 30 Balance Sheet Upside-Down by $220,711
BFC SILVERTON: Moody's Rates $7.5 Million Class F Notes at Ba1

BOMBARDIER INC: Earns $74 Million in Quarter Ended October 31
BUFFALO THUNDER: Moody's Puts B2 Rating on $245 Mil. Senior Notes
CBRE REALTY: Fitch Holds $20.2 Million Class K Cert. Rating at BB
CDRV INVESTMENT: Moody's Junks Rating on Proposed $350MM Sr. Notes
CEP HOLDINGS: Gets Court Nod to Hire Baker & Hostetler as Counsel

CEP HOLDINGS: Creditors Committee Hires McGuireWoods as Counsel
CEP HOLDINGS: Hires Glass & Associates as Financial Advisors
CHESAPEAKE ENERGY: Moody's Rates Pending EUR400MM Sr. Notes at Ba2
CITIMORTGAGE ALT: Fitch Rates $1.49MM Class B-5 Certificates at B
COIN BUILDERS: Creditors Have Until January 29 to File Claims

CROWN CASTLE: Fitch Places Low-B Ratings on F & G Cert. Classes
CS 2006-TFL2: Fitch Puts 'BB-' Rating on $5.5MM Class ARG-B Certs.
CWALT INC: Fitch Assigns 'B' Rating on $874,900 Class B-4 Certs.
CWALT INC: $2 Mil. Class B-4 Certificates Get Fitch's 'B' Rating
CWMBS MORTGAGE: $1.8 Mil. Class B-4 Certs. Get Fitch's 'B' Rating

CYRUS REINSURANCE: Moody's Rates $100MM Term Loan Facility at Ba1
DANA CORP: Franklin Can Use Expert Rebuttal Testimony Until Jan. 8
DANA CORP: Inks Pact Changing IBC Lease Cure Amount to $578,868
DELPHI CORP: Inks Sixth Amendment to $2-Bil. DIP Loan Agreement
DELTA AIR: Says It Wants to Remain as Stand-Alone Carrier

DIRECT INSITE: Sept. 30 Balance Sheet Upside-Down by $4.48 Mil.
DURA AUTOMOTIVE: Taps Brunswick as Communications Consultants
FM LEVERAGED: Moody's Rates $20.5 Million Class E Notes at Ba2
GENERAL MOTORS: Kirk Kerkorian Sells Another 14 Million Shares
GENERAL MOTORS: GMAC Releases Composition of New Board

GENERAL MOTORS: Completes $14 Bil. 51% GMAC Stake Sale to Cerberus
GMAC LLC: GM Sells 51% Stake to Cerberus for $14 Billion
GMAC LLC: Releases Composition of New Board of Directors
GSV INC: Posts $29,772 Net Loss in Quarter Ended September 30
GVI SECURITY: Sept. 30 Balance Sheet Upside-Down by $4.5 Million

HERBST GAMING: Moody's Rates New $875MM Sr. Bank Facility at Ba3
HI-LIFT OF NEW YORK: Ted Berkowitz to Oversee IAM Fund Mediation
IMAX CORPORATION: Moody's Affirms Caa1 Senior Notes Rating
INDIAN CREEK: Disclosure Statement Hearing Continued to January 22
INTERSTATE BAKERIES: Rejection of Four Real Property Leases Okayed

IXIS ABS: Moody's Puts Ba1 Rating on $8 Million Class B-2L Notes
LENOX HEALTHCARE: Court OKs Obermayer Rebmann as Trustee's Counsel
LEVITZ HOME: Wants Six Affiliates' Chapter 11 Cases Dismissed
LEXINGTON RESOURCES: Posts $27,854 Net Loss in 2006 Third Quarter
LIFESTREAM TECHNOLOGIES: To Sell All Assets Under Chapter 11

LOCHSONG LTD: Moody's Puts Ba1 Rating on $4.5 Mil. Class E Notes
LUCENT TECHNOLOGIES: Amends Solicitation Statement with Alcatel
MARATHON STRUCTURED: Moody's Rates $17 Mil. Class E Notes at Ba2
MARCAL PAPER: Liquidity Pressures Prompts Bankruptcy Filing
MARCAL PAPER: Case Summary & 20 Largest Unsecured Creditors

MERIDIAN AUTOMOTIVE: Three Parties Object to Fourth Amended Plan
MIAD SYSTEMS: Tommy Chan Replaces Michael Green as Director
MILLS CORP: Replies to Gazit's Revised Recapitalization Offer
MOSAIC COMPANY: Extends Payment Date for Tender Offers Until Today
NATIONAL ENERGY: Amends AOI to Increase Common Shares to 150 Mil.

PELTS & SKINS: Court Extends Exclusivity Period to February 13
PHH MORTGAGE: Fitch Rates $280,079 Class B-5 Certificates at 'B'
PITTSFIELD WEAVING: Files Schedules of Assets and Liabilities
PROJECT FUNDING: Moody's Doubts Loan Recovery, May Lower Ratings
ORION HEALTHCORP: Shareholders Approve Capital Stock Increase

RADNOR HOLDINGS: Tennenbaum Capital Closes Acquisition of Assets
RALI INC: $3,384,300 Class B-2 Certificates Get Fitch's 'B' Rating
REAL ESTATE: Moody's Puts B3 Rating on $0.298 Mil. Class L Certs.
REAL MEX: Moody's Lifts $105 Mil. Senior Sec. Notes Rating to Ba2
REGAL ENTERTAINMENT: Earns $29.3 Million in 2006 Third Quarter

RESIDENTIAL FUNDING: Fitch Rates $1.2 Mil. Class B-2 Certs. at 'B'
SAINT VINCENTS: Assigns Covered Provider Agreement to Castleton
SAINT VINCENTS: Taps Korn/Ferry as Executive Search Consultant
SKYEPHARMA PLC: HBOS Plc No Longer Holds Material Interest
SONTRA MEDICAL: Low Equity Prompts Nasdaq Delisting Warning

THOMPSON & WALTERS: Panel Hires Sussman Shank as Bankr. Counsel
TRANSMERIDIAN EXPLORATION: Launches $35MM Preferred Stock Offering
U.S. ENERGY: To Restructure Flawed Loan Agreement Under Chapter 11
U.S. ENERGY: Countryside Power Wants Debt Payments Continued
ULTRAPETROL BAHAMAS: Moody's Lifts Corporate Family Rating to B2

UNITED AUTO: Moody's Rates Proposed $325MM Sr. Sub. Notes at B3
VESTA INSURANCE: Gordon Gaines Rejects Birmingham Facility Lease
VESTA INSURANCE: Panel Wants to Prosecute Claims Against Insiders
WELLINGTON PROPERTIES: Court Approves LaSalle Revised Pact
WELLS FARGO: Fitch Assigns 'B' Rating to $275,000 Class B-5 Certs.

WELLS FARGO: Fitch Places Low-B Ratings on Two Certificate Classes
WICKES INC: Judge Black OKs Vanek Vickers as Special Counsel
WICKES INC: Creditors Panel Brings In LECG LLC as Expert Witness
XEROX CAPITAL: Moody's Raises Ba1 Sr. Unsec. Debt Rating to Baa3
ZIFF-DAVIS: Near-Term Credit Default Cues Moody's to Junk Ratings

* Alvarez & Marsal Establishes Operations in Canada
* L. Goldberger Talks to Underwriting Group at Annual Conference
* Thomas Elliott Joins Alvarez & Marsal as Managing Director

* BOOK REVIEW: The Chief Executives

                             *********

ACURA PHARMACEUTICALS: Secures $534,000 Bridge Funding
------------------------------------------------------
Acura Pharmaceuticals, Inc., has secured gross proceeds of
$534,000 and a commitment for additional funding of up to
$1.466 million under a term loan agreement with Essex Woodlands
Health Ventures V, L.P., Care Capital Investments II, L.P., Care
Capital Offshore Investments II, L.P., Galen Partners III, L.P.,
Galen Partners International III, L.P. and Galen Employee Fund
III, L.P.

The November Bridge Loan bears an annual interest rate of 10%, is
secured by a lien on all assets of the company and its subsidiary,
matures on Mar. 31, 2007 and is senior to all other company debt.
Coincident with the November Bridge Loan, all prior bridge loans
to the company were amended to extend the maturity date to
Mar. 31, 2007 and to accept in satisfaction of the interest
payments due under all bridge loans, including the November Bridge
Loan, a number of shares of Common Stock of the company based on
the average of the closing bid and asked prices of the Common
Stock for the five trading days immediately preceding the interest
payment date.  Including the $534,000 secured Thursday, the
company has a total of $7.278 million in bridge loans outstanding
and due on March 31, 2007.

In addition, the company, pursuant to the Bridge Loan Amendment,
has granted the bridge lenders the right to convert the bridge
loans, including any financing secured in connection with the
November Bridge Loan, into the company's common stock upon the
occurrence of any one of certain "Triggering Events."

These Triggering Events include:

    (i) the completion of a third-party equity financing providing
        gross proceeds to the company in the aggregate amount of
        at least $8.0 million;

   (ii) a change of control transaction; or

  (iii) upon the maturity date of the Bridge Loan Financing.

Upon the occurrence of a Triggering Event, the bridge lenders may
convert any financing secured by the company under the November
Bridge Loan into the company's common stock at a conversion price
equal to $0.44 per share although this price is subject to
downward adjustment depending upon the terms of any Third Party
Equity Financing or change of control transaction, or the trading
price of the Company's common stock at the public announcement of
the Third Party Equity Financing or the maturity date of the
Bridge Loan Financing, as applicable.

In addition, upon a Triggering Event, the bridge lenders may
convert the balance of the Bridge Loan Financing into the
company's common stock with $2.55 million convertible at $0.20 per
share, $2.3 million convertible at $0.225 per share and
$1.894 million convertible at $0.25 per share.

The Company will utilize the net proceeds from the November Bridge
Loan to continue funding product development and licensing
activities relating to OxyADF Tablets and other product candidates
utilizing its Aversion(r) Technology.

                      Cash Reserves Update

The company estimates that its current cash reserves, including
the net proceeds from the November Bridge Loan, will fund product
development and licensing activities through mid-February 2007.  
To continue operating thereafter, the company must raise
additional financing or enter into appropriate collaboration
agreements with third parties providing for cash payments to the
company.  No assurance can be given that the company will be
successful in obtaining any such financing or in securing
collaborative agreements with third parties on acceptable terms,
if at all, or if secured, that such financing or collaborative
agreements will provide for payments to the company sufficient to
continue funding operations.  In the absence of such financing or
third-party collaborative agreements, the company will be required
to scale back or terminate operations or seek protection under
applicable bankruptcy laws.

                  About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals, Inc.
(OTCBB:ACUR) -- http://www.acurapharm.com/-- is a specialty
pharmaceutical company engaged in research, development and
manufacture of innovative and proprietary abuse deterrent, abuse
resistant and tamper resistant formulations intended for use in
orally administered opioid-containing prescription analgesic
products.  Acura is actively collaborating with contract research
organizations for laboratory and clinical evaluation and testing
of product candidates formulated with its Aversion(R) Technology.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 8, 2006,
BDO Seidman LLP expressed substantial doubt about Acura's
ability to continue as a going concern after auditing the
Company's 2005 financial statements.  The auditing firm pointed to
the Company's recurring losses from operations and net capital
deficiency at Dec. 31, 2005.


ALDERWOODS GROUP: Service Deal Cues Moody's Ratings Withdrawal
--------------------------------------------------------------
Moody's Investors Service withdrew ratings of Alderwoods Group
Inc. after the completion of the company's acquisition by Service
Corporation International.  Service Corporation International has
a Ba3 corporate family rating and a stable rating outlook.

All of Alderwoods' rated debt was repaid in connection with the
acquisition.

These ratings were withdrawn:

   -- $75 million senior secured revolving credit facility due
      2008, Ba2, LGD2, 21%

   -- $152 million senior secured term loan due 2009, Ba2, LGD2,
      21%

   -- $200 million senior unsecured bonds due 2012, B3, LGD5, 77%

   -- Corporate family rating at B1

   -- Probability of default rating at B1

Alderwoods Group, Inc. is North America's second largest provider
of death care products and services with a revenue base of about
$750 million.


ALERIS INT'L: Moody's Lowers B1 Corporate Family Rating to B2
-------------------------------------------------------------
Moody's Investors Service downgraded Aleris International Inc.'s
corporate family rating to B2 from B1.

At the same time Moody's assigned these ratings to Aurora
Acquisition Merger Sub, Inc:

   -- proposed senior secured term loan at B2;

   -- proposed senior unsecured notes at B3;

   -- proposed senior subordinated notes at Caa1; and,

   -- a B2 rating to Aleris Deutschland Holding GMBH's proposed
      senior secured term loan.

The rating actions are prompted by the merger of Aleris
International with Texas Pacific Group in a leveraged transaction
under which TPG will acquire the outstanding stock of Aleris for
approximately $1.7 billion plus the assumption of roughly
$1.6 billion in debt.  The ratings for the proposed debt
instruments assume that the merger will close as contemplated.

The rating outlook is stable

Moody's also confirmed the Ba3 ratings on Aleris and Aleris
Deutschland's existing term loans, which ratings will be withdrawn
upon closing of the merger.  This concludes the review for
possible downgrade initiated on Aug. 8, 2006.  In conjunction with
the proposed merger of Aleris and TPG, Aurora, the newly created
acquisition vehicle, will issue $2.2 billion in debt through the
instruments rated above.  Upon consummation of the merger, Aurora
will merge with and into Aleris and Aleris will be the continuing
company, legally assuming all obligations of Aurora.

The downgrade of Aleris's corporate family rating reflects:

   -- the substantial increase in debt resulting from the
      leveraged acquisition of the company, with LTM
      Sept. 30, 2006 pro forma leverage of roughly 4.8x;

   -- its weakened debt protection metrics; and,

   -- the execution risks for timely deleveraging, particularly
      for a company with relatively thin margins and high
      sensitivity to volume levels.

Aleris's propensity towards acquisitions, which Moody's believes
will be a continuing impetus for growth over the intermediate
term, and the integration risks associated with the recently
closed Corus acquisition, remain ongoing considerations in the
rating.  Including approximately $230 million in drawings under a
$750 million asset backed loan facility, total debt will be around
$2.4 billion versus roughly $1.5 billion currently on the same
asset and business operating base.

In addition, the rating considers the lack of comparative
financials for any meaningful time frame given the recent history
of mergers and acquisitions, commencing with the late 2004 merger
between IMCO Recycling and Commonwealth Industries and including
the four acquisitions in late 2005 and the more recent acquisition
of certain downstream aluminum assets of Corus.

However, the corporate family rating reflects:

   -- Aleris's broadened diversity and size after the acquisition
      of certain aluminum rolling assets from Corus, including a
      portfolio of higher value-added end use markets;

   -- its improving cost position; and,

   -- favorable demand trends expected to continue in many of the
      company's end markets into 2007.

Embedded in the rating is Moody's expectation that Aleris will
apply free cash flow generated in the more positive aluminum
market environment currently existing to deleverage, although
Moody's expects meaningful debt reduction will take two to three
years.

The stable outlook reflects Moody's expectation that the current
favorable business environment for aluminum products for
aerospace, automotive, commercial construction and industrial
applications will continue into 2007, allowing for good earnings
and cash flow generation over the near term.

Moody's expects that operating margins will remain in the mid
single-digit range, that free cash flow to debt will be at least
5% on a sustainable basis, and that financial leverage will remain
under 5.5x.

Although Moody's acknowledges that the company's pro forma credit
metrics remain weakly positioned in the B rating category, the
ratings and outlook are predicated on our expectation that the
company will generate positive free cash in 2006 and 2007,
allowing for a reduction in debt to levels more reasonable for a
cyclical business.

Financing for the merger includes a $750 million secured asset
backed loan secured by receivables and inventory with a second
priority interest in plant and equipment, a $700 million secured
term loan at Aleris, secured by domestic plant and equipment
and guaranteed by domestic subsidiaries and an approximate
$400 million secured term loan at Aleris Deutschland, GMBH secured
by foreign plant and equipment and guaranteed by Aleris
International, its domestic subsidiaries and the subsidiaries of
Aleris Deutschland.  The term loans are cross collateralized and
also have a second priority interest in the assets securing the
ABL.

While the term loans are not at parity in the overall capital
structure, in that the term loan to Aleris does not benefit from
guarantees from the foreign subsidiaries, Moody's has equalized
the ratings on the term loans reflective of the low leverage at
the European level and the overall level of combined collateral.  
The B2 rating on the secured term loans under Moody's loss given
default methodology reflects their position in the capital
structure and liability waterfall, and the dilution in collateral
coverage attributable to the significant increase in the size of
the term loans in this transaction relative to plant and equipment
values.

Under Moody's loss given default methodology, the B3 rating on
the $600 million unsecured notes and the Caa1 rating on the
$500 million subordinated notes reflects their weak position in
the capital structure, the absence of available collateral from
Moody's perspective given the level of secured debt ahead of these
instruments and therefore the lower recovery prospects of these
instruments.  Although the senior unsecured notes include a PIK
interest option at the company's discretion, this feature does not
add any lift to the rating.

These ratings were downgraded:

   * Aleris International

     -- corporate family rating to B2 from B1

These ratings were confirmed:

   * Aleris International

     -- $400 million senior secured guaranteed term loan at Ba3

   * Aleris Deutschland Holding GMBH

     -- EUR200 million senior secured guaranteed term loan at
         Ba3

These ratings were assigned:

   * Aurora Acquisition Merger Sub, Inc.

     -- B2 Corporate Family Rating

     -- B2 PDR, Probability of default rating

     -- B2, LGD3, 46% senior secured guaranteed term loan,

     -- B3, LGD4, 63% senior unsecured notes,

     -- Caa1, LGD6, 93% senior subordinated notes.

     -- Probability of default at B2

   * Aleris Deutschland Holding GMBH

     -- B2, LGD3, 46% senior secured guaranteed term loan

Aleris, headquartered in Beachwood, Ohio, had revenues of
$2.4 billion in 2005.  LTM Sept. 30, 2006 pro-forma revenues for
the acquisitions made by Aleris in late 2005 and for the
acquisition of select assets of Corus were $5.6 billion.


ALLIED PROPERTIES: Court Converts Case to Chapter 7 Proceeding
--------------------------------------------------------------
The Honorable Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas converted Allied Properties LLC's
chapter 11 case into a chapter 7 liquidation proceeding.

As reported in the Troubled Company Reporter on Oct. 19, 2006,   
when the Debtor sought dismissal of its Chapter 11 case or
appointment of a chapter 11 trustee, it said that it had given
its principal, Dr. Muhammad Haroon Rashid, until Aug. 18, 2006,
the status hearing of its bankruptcy case, to raise sufficient
funds to cure a credit agreement default.  

                        Black Mountain Loan

Dr. Rashid entered into a loan commitment letter with PIM Black
Mountain Domestic Venture I LLC for $15 million.  Under the
Commitment Letter, Black Mountain was to have a first lien on the
Corridor Buildings.  Black Mountain also wanted a second lien on
Dr. Rashid's property, a day care facility known as Vanguard
Academy.  Dr. Rashid also agreed to provide his personal guaranty.

On June 20, 2006, Black Mountain gave a notice of default under
the loan demanding that the Debtor pay the closing shortage plus
additional fees totaling $806,312.  Black Mountain gave notice a
few days later on its intent to accelerate the loan.  On July 6,
2006, Black Mountain accelerated the loan and said that it was
posting the Corridor Buildings and Vanguard Academy for
foreclosure.

The Debtor and Dr. Rashid filed an Original Petition and
Application for Temporary Restraining Order and Temporary
Injunction against Black Mountain in the 157th Judicial District
Court, Harris County, Texas, Case Number 2006-44939.  The District
Court entered a temporary restraining order subject to the Debtor
posting a $150,000 bond.  The Debtor was unable to post the bond
as of July 31, 2006.

The Debtor reminded the Bankruptcy Court that one of the reasons
it filed for chapter 11 protection was to give Dr. Rashid an
opportunity to raise approximately $1 million to attempt to bring
the Black Mountain debt current.

The Debtor told the Court that if Dr. Rashid is unable to raise
the necessary amounts by the status hearing of its bankruptcy
case, the Bankruptcy Court may dismiss its case.  The Debtor
emphasized that it doesn't want its case converted into a chapter
7 liquidation.

Court records did not show if Dr. Rashid was or wasn't able to
raise the amount, but after the status hearing, the Bankruptcy
Court modified the automatic stay to allow Black Mountain to post
the Corridor Buildings for an October 2006 foreclosure sale.

After numerous hearings on the request, Judge Isgur determined its
findings on the record and converted the Debtor's case to chapter
7 proceeding instead.

Randy W. Williams has been appointed as trustee in the Debtor's
Chapter 7 estate.  

Headquartered in Houston, Texas, Allied Properties, LLC, is a real
estate developer.  The company filed for chapter 11 protection on
August 1, 2006 (Bankr. S.D. Tex. Case No. 06-33754).  Leonard H.
Simon, Esq., at Pendergaft & Simon, LLP, represented the Debtor.
No Official Committee of Unsecured Creditors has been appointed in
this case.  In its schedules of assets and liabilities, it listed
$24,000,072 in assets and $16,424,907 in debts.


ALLIED PROPERTIES: Trustee Hires Thompson & Knight as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
allowed Randy W. Williams, the Chapter 7 Trustee in Allied
Properties LLC's estate, to employ Thompson & Knight LLP as his
counsel.

Thompson & Knight will:

   a) file pleadings with the Court and with any other court in
      which representation of the trustee would be appropriate,
      and represent the Debtor's interest in regard to any
      adversaries or contested matters pending before the Court,
      particularly with regard to the Debtor's interest in
      property, whether by motion, adversary action, turnover
      proceedings or litigation in other courts;

   b) analyze, institute and prosecute actions regarding
      determination and recovery of property of the estate,
      including investigation and prosecution of avoidance
      litigation, as well as collection of the Debtor's assets
      wherever they may be found, to the extent that activities
      would be economically beneficial to the estate;

   c) prepare for, institute and prosecute any examination under
      Bankruptcy Code Rule 2004 and if necessary, to institute and
      prosecute motions to compel attendance and removal of
      persons for examination Bankruptcy Code under Rule 2005;

   d) institute and prosecute proceedings for extraordinary
      relief;

   e) analyze, institute and prosecute actions regarding insider
      transactions and third party dealings, including instituting
      or joining other parties-in-interest and creditors in
      related adversary litigation;

   f) represent the Trustee where necessary to negotiate and
      consummate non-routine sales of the assets of the Debtor's
      estate, wherever they may be found, including sales free and
      clear of liens, claims and encumbrances, including any
      claims previously asserted by any of the Debtor's affiliated
      business entities, which may be determined to be alter egos
      of the Debtor, and institute any necessary proceedings;

   g) analyze, institute and prosecute or defend actions regarding
      liens and set-offs asserted against the property of the
      estate, including any liens and set-offs previously asserted
      by any of the Debtor's affiliated business entities against
      each other;

   h) institute non-routine objections to proofs of claim asserted
      against the estate and prosecute all contested objections to
      proofs of claim asserted against the Debtor's estate;

   i) aid in the representation of the Trustee in any litigation
      by or against the Trustee in his official capacity;

   j) coordinate with any special litigation counsel subsequently
      employed by the Trustee to represent him in any bankruptcy
      or non-bankruptcy litigation or other legal matter, which
      may be found to be an asset of the estate;

   k) coordinate with the Trustee's accountants and tax advisors
      and take actions as are appropriate in representing the
      estate in regard to tax matters; and

   l) take actions regarding information in the hands of the
      Debtor's business, financial and legal advisors as is
      allowed under the Code and other applicable law.

The firm's professionals bill:

        Designation                Hourly Rate
        -----------                -----------
        Senior Partners            $300 - $500
        Associates                 $200 - $300
        Legal Assistants               $85

Allison D. Byman, Esq., at Thompson & Knight, 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 Houston, Texas, Allied Properties, LLC, is a real
estate developer.  The company filed for chapter 11 protection on
August 1, 2006 (Bankr. S.D. Tex. Case No. 06-33754).  Leonard H.
Simon, Esq., at Pendergaft & Simon, LLP, represented the Debtor.
No Official Committee of Unsecured Creditors has been appointed in
this case.  In its schedules of assets and liabilities, it listed
$24,000,072 in assets and $16,424,907 in debts.


ASSET BACKED: Moody's Assigns Ba1 Rating to Class B Certificates
----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by ABFC 2006-OPT3 Trust and ratings ranging
from Aa1 to Ba1 to the subordinate certificates in the deal.

The securitization is backed by Option One Mortgage Corporation
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Bank of America, National Association.  The
ratings are based primarily on the credit quality of the loans and
on protection against credit losses by subordination, excess
spread, overcollateralization, and the interest-rate swap
agreement provided by Bank of America, National Association.
Moody's expects collateral losses to range from 6.05% to 6.55%.

Option One Mortgage Corporation will service the mortgage loans.
Moody's has assigned Option One its servicer quality rating of SQ1
as a servicer of subprime mortgage loans.

These are the rating actions:

                      ABFC 2006-OPT3 Trust
   Asset Backed Funding Corporation Asset-Backed Certificates
                        Series 2006-OPT3

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


ASSURED PHARMACY: Sept. 30 Equity Deficit Increases to $839,686
---------------------------------------------------------------
Assured Pharmacy Inc. has filed its third quarter financial
statements ended Sept. 30, 2006, with the Securities and Exchange
Commission.

At Sept. 30, 2006, Assured Pharmacy's balance sheet showed
$2,536,636 in total assets, $2,826,817 in total current
liabilities, and $549,505 in total minority interest, resulting in
an $839,686 stockholders' deficit.  The Company's stockholders'
deficit at June 30, 2006, stood at $177,763.

For the third quarter ended Sept. 30, 2006, Assured Pharmacy
reported a $981,085 net loss on $2,310,248 of sales compared with
a $2,835,877 net loss on $980,181 of sales in the comparable
quarter of 2005.

Management attributes the significant increase in the Company's
revenue from the same reporting periods in the prior fiscal year
to its successful marketing efforts and an expansion of its
business beyond the pain management sector to service customers
that require prescriptions to treat cancer, psychiatric, and
neurological conditions.

Management anticipates that revenues generated will continue to
increase based upon the efforts of additional sales personnel
retained during the reporting period and the establishment of
additional pharmacies in the current year.

After approximately a two-year period without opening any
additional pharmacy locations, the Company opened its fifth
pharmacy located in Portland, Oregon, on June 21, 2006.

Although the operations at this new location had no material
impact on its results of operations, the Company anticipates the
establishment of this pharmacy and additional locations will
increase its revenues.  The Company anticipates that its sixth
pharmacy, in Gresham, Oregon, will be open for business before the
end of the current fiscal year.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1617

                        Going Concern Doubt

Squar, Milner, Reehl & Williamson, LLP, expressed substantial
doubt about Assured Pharmacy's ability to continue as a going
concern after auditing the Company's financial statements for the
years ended Dec. 31, 2005 and 2004.  The auditing firm pointed to
the Company's negative cash flow from operations of approximately
$2.7 million in 2005, an accumulated deficit of approximately
$15.2 million at Dec. 31, 2005 and recurring losses from
operations.

                      About Assured Pharmacy

Based in Irvine, California, Assured Pharmacy Inc., fka eRXSYS
Inc. -- http://www.assuredpharmacy.com/-- is a specialty pharmacy  
chain focused exclusively on fulfilling prescriptions for patients
with chronic pain and other long-term care conditions.  Assured
Pharmacy has agreements with major health plan administrators and
prescription compounders licensed by the DEA to provide controlled
substances in all 50 states.  The company currently operates five
retail locations on the west coast, with two in California (Santa
Ana and Riverside), one in Oregon (Portland) and one in Washington
(Kirkland/Seattle).


AURORA ACQUISITION: Moody's Rates Proposed Senior Notes at Caa1
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Aurora
Acquisition Merger Sub, Inc:

   -- proposed senior secured term loan at B2;

   -- proposed senior unsecured notes at B3;

   -- proposed senior subordinated notes at Caa1; and,

   -- a B2 rating to Aleris Deutschland Holding GMBH's proposed
      senior secured term loan.

At the same time, Moody's downgraded Aleris International Inc.'s
corporate family rating to B2 from B1.

The rating actions are prompted by the merger of Aleris
International with Texas Pacific Group in a leveraged transaction
under which TPG will acquire the outstanding stock of Aleris for
approximately $1.7 billion plus the assumption of roughly
$1.6 billion in debt.  The ratings for the proposed debt
instruments assume that the merger will close as contemplated.

The rating outlook is stable

Moody's also confirmed the Ba3 ratings on Aleris and Aleris
Deutschland's existing term loans, which ratings will be withdrawn
upon closing of the merger.  This concludes the review for
possible downgrade initiated on Aug. 8, 2006.  In conjunction with
the proposed merger of Aleris and TPG, Aurora, the newly created
acquisition vehicle, will issue $2.2 billion in debt through the
instruments rated above.  Upon consummation of the merger, Aurora
will merge with and into Aleris and Aleris will be the continuing
company, legally assuming all obligations of Aurora.

The downgrade of Aleris's corporate family rating reflects:

   -- the substantial increase in debt resulting from the
      leveraged acquisition of the company, with LTM
      Sept. 30, 2006 pro forma leverage of roughly 4.8x;

   -- its weakened debt protection metrics; and,

   -- the execution risks for timely deleveraging, particularly
      for a company with relatively thin margins and high
      sensitivity to volume levels.

Aleris's propensity towards acquisitions, which Moody's believes
will be a continuing impetus for growth over the intermediate
term, and the integration risks associated with the recently
closed Corus acquisition, remain ongoing considerations in the
rating.  Including approximately $230 million in drawings under a
$750 million asset backed loan facility, total debt will be around
$2.4 billion versus roughly $1.5 billion currently on the same
asset and business operating base.

In addition, the rating considers the lack of comparative
financials for any meaningful time frame given the recent history
of mergers and acquisitions, commencing with the late 2004 merger
between IMCO Recycling and Commonwealth Industries and including
the four acquisitions in late 2005 and the more recent acquisition
of certain downstream aluminum assets of Corus.

However, the corporate family rating reflects:

   -- Aleris's broadened diversity and size after the acquisition
      of certain aluminum rolling assets from Corus, including a
      portfolio of higher value-added end use markets;

   -- its improving cost position; and,

   -- favorable demand trends expected to continue in many of the
      company's end markets into 2007.

Embedded in the rating is Moody's expectation that Aleris will
apply free cash flow generated in the more positive aluminum
market environment currently existing to deleverage, although
Moody's expects meaningful debt reduction will take two to three
years.

The stable outlook reflects Moody's expectation that the current
favorable business environment for aluminum products for
aerospace, automotive, commercial construction and industrial
applications will continue into 2007, allowing for good earnings
and cash flow generation over the near term.

Moody's expects that operating margins will remain in the mid
single-digit range, that free cash flow to debt will be at least
5% on a sustainable basis, and that financial leverage will remain
under 5.5x.

Although Moody's acknowledges that the company's pro forma credit
metrics remain weakly positioned in the B rating category, the
ratings and outlook are predicated on our expectation that the
company will generate positive free cash in 2006 and 2007,
allowing for a reduction in debt to levels more reasonable for a
cyclical business.

Financing for the merger includes a $750 million secured asset
backed loan - ABL (not rated by Moody's) secured by receivables
and inventory with a second priority interest in plant and
equipment, a $700 million secured term loan at Aleris, secured by
domestic plant and equipment and guaranteed by domestic
subsidiaries and an approximate $400 million secured term loan at
Aleris Deutschland, GMBH secured by foreign plant and equipment
and guaranteed by Aleris International, its domestic subsidiaries
and the subsidiaries of Aleris Deutschland.  The term loans are
cross collateralized and also have a second priority interest in
the assets securing the ABL.

While the term loans are not at parity in the overall capital
structure, in that the term loan to Aleris does not benefit from
guarantees from the foreign subsidiaries, Moody's has equalized
the ratings on the term loans reflective of the low leverage at
the European level and the overall level of combined collateral.
The B2 rating on the secured term loans under Moody's loss given
default methodology reflects their position in the capital
structure and liability waterfall, and the dilution in collateral
coverage attributable to the significant increase in the size of
the term loans in this transaction relative to plant and equipment
values.

Under Moody's loss given default methodology, the B3 rating on the
$ 600 million unsecured notes and the Caa1 rating on the
$500 million subordinated notes reflects their weak position in
the capital structure, the absence of available collateral from
Moody's perspective given the level of secured debt ahead of these
instruments and therefore the lower recovery prospects of these
instruments.  Although the senior unsecured notes include a PIK
interest option at the company's discretion, this feature does not
add any lift to the rating.

These ratings were downgraded:

   * Aleris International

      -- corporate family rating to B2 from B1

These ratings were confirmed:

   * Aleris International

      -- $400 million senior secured guaranteed term loan at Ba3

   * Aleris Deutschland Holding GMBH

      -- EUR200 million senior secured guaranteed term loan at
         Ba3

These ratings were assigned:

   * Aurora Acquisition Merger Sub, Inc.

      -- B2 Corporate Family Rating

      -- B2 PDR, Probability of default rating

      -- B2, LGD3, 46% senior secured guaranteed term loan,

      -- B3, LGD4, 63% senior unsecured notes,

      -- Caa1, LGD6, 93% senior subordinated notes.

      -- Probability of default at B2

   * Aleris Deutschland Holding GMBH

      -- B2, LGD3, 46% senior secured guaranteed term loan

Aleris, headquartered in Beachwood, Ohio, had revenues of
$2.4 billion in 2005.  LTM Sept. 30, 2006 pro-forma revenues for
the acquisitions made by Aleris in late 2005 and for the
acquisition of select assets of Corus were $5.6 billion.


AVANI INT'L: September 30 Balance Sheet Upside-Down by $220,711
---------------------------------------------------------------
Avani International Group Inc. reported an $88,618 net loss for
the third quarter of 2006, compared with a $756,491 net loss on
$20,391 of revenues for the same period in 2005.  The company sold
its cooler rental and sales business in July 2005, and thus had no
corresponding revenue for the 2006 period.

At Sept. 30, 2006, the company's balance sheet showed $1,068,759
in total assets and $1,289,470 in total liabilities, resulting in
a $220,711 stockholders' deficit.  Additionally, accumulated
deficit at Sept. 30, 2006, stood at $7,962,299, as the company
continues to experience significant losses from operations.

The decrease in net loss in the third quarter of 2006 is primarily
due to a $686,691 loss from discontinued operations of Avani O2
recorded in the third quarter of 2005, and a gain of $252,230 from
sale of the company's real property recorded in the third quarter
of 2006.

In 2000, Avani O2, a Malaysian company formerly controlled by a
significant shareholder of the company, entered into a joint-
venture agreement with Avani International for the world-wide
rights and licenses, except in Canada, to access and use, for all
purposes, the company's technology of producing oxygen enriched
bottled water.

Avani O2 was considered a variable interest entity of the company
because the company was entitled to receive a 2% royalty on all
revenue from all Avani O2 licensed products, 30% of the before tax
profits generated by the bottling line contributed by the company
to Avani O2, and appoint two of the three directors on the Board
of Directors of Avani O2. As a result, the equity investors of
Avani O2 did not have a controlling financial interest in Avani
O2.

During 2005 the joint venture and asset sale agreements between
the parties were terminated.  Subsequent to the elimination of
intercompany balances and transactions, Avani O2 had net assets of
$417,577 as at Sept. 30, 2005 and net loss of $686,691 for the
three-month period then ended. These amounts were recorded as  
assets of discontinued operations and loss from discontinued
operations in the interim financial statements for the quarter
ended Sept. 30, 2005.

On June 15, 2006, the company sold its real property including
land, building and building improvements, for proceeds of
approximately $1,018,895. The net book value of its real property
was approximately $766,665 on June 15, 2006, and the sale
generated a gain of $252,230.  After the sale of its real
property, its production of water was discontinued.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at: http://researcharchives.com/t/s?1608

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 26, 2006,
Jeffrey Tsang & Co. in Hong Kong raised substantial doubt about
Avani International Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditors pointed
to the company's recurring losses from operations.

                  About Avani International Group

Avani International Group Inc. -- http://www.avaniwater.com/--    
used to produce, market, and sell purified, oxygen enriched water
under the brand name Avani Water.  The company utilizes a
technology, which injects oxygen into purified water. On June 15,
2006, the company sold its real property housing its principal
business office and manufacturing operations.


BFC SILVERTON: Moody's Rates $7.5 Million Class F Notes at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by BFC
Silverton CDO, Ltd.

These ratings were assigned:

   -- Aaa to $450,000,000 Class A-1 Senior Variable Funding
      Floating Rate Notes Due 2046;

   -- Aaa to $450,000,000 Class A-2 Senior Floating Rate Notes
      Due 2046;

   -- Aaa to $75,000,000 Class B-l Senior Floating Rate Notes Due
      2046;

   -- Aaa to $75,000,000 Class B-2 Senior Floating Rate Notes Due
      2046;

   -- Aa2 to $56,250,000 Class C Floating Rate Notes Due 2046;

   -- A2 to $30,000,000 Class D Floating Rate Deferrable Notes
      Due 2046;

   -- Baa2 to $26,250,000 Class E Floating Rate Deferrable Notes
      Due 2046; and,

   -- Ba1 to $7,500,000 Class F Floating Rate Deferrable Notes
      Due 2046.

The ratings on the Notes address the ultimate cash receipt of all
interest and principal payments required by the Notes' governing
documents, and are based on the expected loss posed to holders of
the Notes relative to the promise of receiving the present value
of such payments .  The ratings are also based upon the
transaction's legal structure and the characteristics of the
collateral pool.  The transaction is managed by Braddock Financial
Corporation.


BOMBARDIER INC: Earns $74 Million in Quarter Ended October 31
-------------------------------------------------------------
Bombardier Inc. disclosed its financial results for the third
quarter of fiscal year 2007 showing improvements in profitability
for the Corporation.  Net income reached $74 million for the
quarter ended Oct. 31, 2006, compared to a loss of $9 million
last year.  Earnings before income taxes from continuing
operations amounted to $55 million for the third quarter, compared
to $22 million before special items for the same period last year.  
The overall order backlog reached $35 billion, a $3.4 billion
increase since year-end.

"At Bombardier Transportation, EBIT margin increased and we had
an impressive $2.8 billion in new orders.  This is compelling
evidence that the group is indeed becoming more efficient and
competitive," said Laurent Beaudoin, Chairman of the Board and
Chief Executive Officer, Bombardier Inc.  "The productivity
improvement measures put in place at Bombardier Aerospace should
enable the group to better position itself in a challenging
environment.  While the regional jet market remains tough, the
turboprop and business jet segments are showing sustained demand.  
The overall improvement in Bombardier's profitability indicates
that our continued focus on managing costs and sharpening
execution are generating positive results," he said.

The Corporation also undertook a comprehensive refinancing plan
during the third quarter, which included tender offers of certain
notes, a new issue of senior notes, as well as bank line renewals.  
The EUR1.9-billion issue of senior notes, which successfully
closed in November, is one of the largest euro-denominated
corporate issues ever completed.

                       Bombardier Aerospace

Earnings before financing income, financing expense and income
taxes totaled $43 million, compared to $31 million for the same
period last fiscal year.  The EBIT margin also improved reaching
2.3%, compared to 1.7% for the corresponding period last year.  
The total number of aircraft deliveries remained stable at 73
deliveries, compared to 74 for the same period last fiscal year,
despite a labor strike at the Learjet plant in Wichita.  The
Aerospace group recorded an increase in net orders during the
three-month period ended Oct. 31, 2006, with 95 net orders,
compared to 53 during the same period last year.

At business aircraft, a healthy order intake of 57 aircraft for
the quarter underscores the market's continued strength.  During
the past quarter, the Challenger 605 aircraft received type
certification from Transport Canada, the European Aviation Safety
Agency, and the U.S. Federal Aviation Administration, and the
group delivered the first green Challenger 605 aircraft.

Major restructuring within the U.S. airline industry continues
impacting the regional aircraft market for all manufacturers.  
Bombardier Aerospace proactively adjusted its production schedule
by aligning regional aircraft production with demand.  The group
reduced its production rate of the CRJ700/900 aircraft, while
ramping up production of 70-seat Q400 turboprops, which continue
to enjoy strong favor within cost-sensitive markets.

New orders from Northwest Airlines for 36 CRJ900 aircraft and from
My Way Airlines of Italy for 19 CRJ900 aircraft testify to the
market's migration toward larger Bombardier regional jets and to
the group's determined sales efforts.  These contracts, as well as
Frontier Airlines' order for 10 Q400 turboprops, are enduring
reminders that the group's regional aircraft offer the industry's
most compelling economics.  Bombardier Aerospace's total order
backlog reached $11.6 billion at the end of the third quarter,
compared to $10.7 billion at year-end.

                     Bombardier Transportation

Bombardier Transportation's EBIT improved again this quarter,
reaching $62 million from $39 million before special items for the
same period last fiscal year.  This translates into an EBIT margin
of 4% for the third quarter, compared to 2.6% before special items
for the same period last year.

Bombardier Transportation's new order intake reached $2.8 billion
during the third quarter, resulting in a book-to-bill ratio of
1.8, while the total order backlog stood at $23.4 billion at the
end of the third quarter.  Ongoing efforts to hone the group's
operational competitiveness resulted in the signing of a landmark
contract with the Gauteng Provincial Government of South Africa
for a rapid rail transit system and a 15-year maintenance
agreement, valued at approximately $1.7 billion.  Bombardier
Transportation was also awarded a significant contract by
Transport for London for Electrostar electric multiple unit cars,
along with a maintenance and services agreement of 7.5 years,
valued at approximately $425 million.

In November 2006, Societe Nationale des Chemins de fer Francais
reiterated its confidence in Bombardier Transportation by awarding
a contract for the supply of new regional trains for its Greater
Paris/Ile-de-France suburban network.  The initial order includes
172 trains valued at approximately $1.8 billion, with an option
for an additional 200 trains valued at approximately $1.7 billion.

Also in November 2006, Bombardier Transportation received an order
valued at approximately $605 million for 112 high-capacity trains,
AGC type, from the SNCF.

                       Consolidated results

Consolidated revenues totaled $3.4 billion for the third
quarter ended Oct. 31, 2006, compared to $3.3 billion for the
same period last year.  For the nine-month period ended Oct. 31,
2006, consolidated revenues reached $10.4 billion compared to
$10.7 billion for the same period last year.  The $87-million
increase for the three-month period mainly reflects increased
deliveries of the larger regional jets and turboprops, the
favorable mix and improved selling prices for business aircraft
and higher services and system and signaling revenues in
Transportation, partially offset by lower selling prices for
regional aircraft and decreased mainline revenues in
Transportation.  The $262-million decrease for the nine-month
period mainly reflects decreased mainline revenues in the United
Kingdom and Germany in Transportation and lower deliveries of
regional jets, mainly CRJ200 aircraft, partially offset by
increased deliveries of, and improved selling prices for business
aircraft and higher services and system and signaling revenues in
Transportation.

EBT from continuing operations before special items, related to
the Transportation restructuring plan initiated in fiscal year
2005, for the three-month period ended Oct. 31, 2006 amounted to
$55 million, compared to $22 million for the same period last
year.  For the nine-month period ended Oct. 31, 2006, EBT from
continuing operations before special items amounted to $185
million, compared to $124 million for the same period last fiscal
year.  These increases result from a higher EBIT margin in
Transportation, mainly due to improvements in contract execution
and the positive impact of restructuring initiatives.  In
addition, the EBT from continuing operations for the three-month
period reflects an improvement in the EBIT margin in Aerospace.

EBT from continuing operations amounted to $55 million for
the third quarter of fiscal year 2007, compared to a loss of
$3 million for the same period the previous year.  For the nine-
month period ended Oct. 31, 2006, EBT from continuing operations
amounted to $161 million, compared to $73 million for the
corresponding period last year.

Income from continuing operations before special items, net of tax
totaled $53 million for the third quarter ended Oct. 31, 2006,
compared to $22 million for the same period last year.  Net income
was $74 million for the third quarter of fiscal year 2007,
compared to a loss of $9 million for the same period the previous
year.

For the nine-month period ended Oct. 31, 2006, income from
continuing operations before special items, net of tax, totaled
$153 million compared to $92 million for the same period the
previous year.  Net income was $156 million for the nine-month
period ended Oct. 31, 2006, compared to $163 million for the same
period the previous year.

As at Oct. 31, 2006, Bombardier's order backlog was $35 billion,
compared to $31.6 billion as at Jan. 31, 2006.  The $3.4-billion
increase is due to a higher order intake compared to revenues
recorded for Transportation and business aircraft, and a positive
currency impact on the order backlog in Transportation, mainly
arising from the strengthening of the euro and the pound sterling
compared to the U.S. dollar, amounting to $830 million.

Bombardier Aerospace

Bombardier Aerospace's revenues amounted to $1.8 billion for the
three-month periods ended Oct. 31, 2006, and 2005.

Margin amounted to $255 million, or 13.9% of revenues, for the
three-month period ended Oct. 31, 2006, compared to $266 million,
or 14.9%, for the same period the previous year.  The one
percentage-point decrease is mainly due to the negative impact of
severance and other involuntary termination costs, lower margins
on the sale of regional jets and lower deliveries of business
aircraft, partially offset by the positive impact of achieved cost
savings, mainly for business aircraft that led to a revision of
cost estimates, the favourable mix and improved selling prices for
business aircraft, higher margin on spare parts sales and
increased margins on turboprops.

Earnings before financing income, financing expense, income taxes,
depreciation and amortization amounted to $148 million, or 8% of
revenues, for the three-month period ended Oct. 31, 2006, compared
to $141 million, or 7.9%, for the same period last year.  EBIT
amounted to $43 million, or 2.3% of revenues, for the third
quarter ended Oct. 31, 2006, compared to $31 million, or 1.7%, for
the same period the previous year.

For the quarter ended Oct. 31, 2006, aircraft deliveries totaled
73, compared to 74 for the same period the previous year.  The 73
deliveries consisted of 42 business aircraft (48 aircraft for the
corresponding period last fiscal year) and 31 regional aircraft
(26 aircraft for the corresponding period last fiscal year).  The
decrease in business aircraft deliveries reflects lower deliveries
of Learjet 45 XR and Learjet 60 aircraft, mainly due to a strike
at the Learjet facility in Wichita and lower deliveries of the
Challenger 604 aircraft due to the transition to the new
Challenger 605 aircraft.  The increase in regional aircraft
deliveries reflects a shift in demand towards larger regional jets
and turboprops, partially offset by a decline in smaller regional
jets (CRJ200 aircraft).

Bombardier received 57 net orders for business aircraft, during
the three-month period ended Oct. 31, 2006, compared to 58 net
orders during the same period last fiscal year.  The order intake
remains strong and is consistent with the continued strength of
the business aircraft market.  For the quarter ended Oct. 31,
2006, Bombardier received 38 net orders for regional aircraft net
of the removal of 30 aircraft as a result of an agreement reached
with U.S. Airways, compared to five net cancellations for the same
period last year.  Net orders for the quarter included an order
for 36 CRJ900 aircraft from Northwest Airlines of U.S. valued at
approximately $1.35 billion; 19 CRJ900 regional jets from My Way
Airlines of Italy valued at approximately $702 million and for 10
Q400 turboprops from Frontier Airlines of U.S. valued at
approximately $257 million.

Free cash flow (cash flows from operating activities less net
additions to property, plant and equipment) amounted to $18
million for the three-month period ended Oct. 31, 2006, compared
to $470 million for the same period the previous year.  The free
cash flow for the three-month period ended Oct. 31, 2005, was
positively impacted by the closing of the RASPRO securitization.

As at Oct. 31, 2006, the Aerospace order backlog totaled $11.6
billion, compared to $10.7 billion as at January 31, 2006. The
increase in the order backlog is mainly due to higher order intake
compared to revenues recorded for business aircraft.

Bombardier Transportation

Bombardier Transportation's revenues amounted to $1.5 billion for
the three-month periods ended Oct. 31, 2006 and 2005.

Margin amounted to $214 million, or 13.8% of revenues, for the
three-month period ended Oct. 31, 2006, compared to $193 million,
or 12.8%, for the same period the previous year.  The one
percentage-point increase is mainly due to improvements in
contract execution and the positive impact of the restructuring
initiatives.

EBITDA amounted to $86 million, or 5.6% of revenues, for the
three-month period ended Oct. 31, 2006, compared to $68 million
before special items, or 4.5%, for the same period last year.  
EBIT totalled $62 million, or 4% of revenues, for the third
quarter ended Oct. 31, 2006, compared to $39 million before
special items, or 2.6%, for the same quarter the previous year.

Free cash flow use amounted to $142 million for the three-month
period ended Oct. 31, 2006, compared to a use of $127 million for
the same period last fiscal year.

Order intake during the three-month period ended Oct. 31, 2006,
totalled $2.8 billion, an increase of $700 million compared to the
same period last fiscal year.  Major orders were for a fleet of 96
Electrostar vehicles and for signalling and maintenance from
Gauteng Provincial Government of South Africa, valued at
approximately $1.7 billion and for 152 Electrostar electric
multiple unit cars and maintenance from Transport of London of
U.K., valued at approximately $425 million.

Bombardier Transportation's order backlog totalled $23.4 billion
as at Oct. 31, 2006, compared to $20.9 billion as at Jan. 31,
2006.  The increase in the value of the order backlog is mainly
due to higher order intake compared to revenue recorded and
reflects the net positive currency adjustment, amounting to
approximately $830 million.  The net positive currency adjustment
results mainly from the strengthening of the euro and the pound
sterling compared to the U.S. dollar as at Oct. 31, 2006, compared
to Jan. 31, 2006.

                         About Bombardier

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

                         *     *     *

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

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

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

Bombardier Inc.'s proposed EUR1.8 billion in new senior unsecured
notes carry Moody's Investors Service Ba2 rating.


BUFFALO THUNDER: Moody's Puts B2 Rating on $245 Mil. Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B2, LGD4 rating to the
Buffalo Thunder Development Authority's $245 million in senior
notes.  BTDA was created in Nov. 2006 to own and manage the Cities
of Gold Casino, Sports Bar Casino and Towa Golf Course as well as
develop the Buffalo Thunder Resort and Casino in Santa Fe, New
Mexico.

Concurrently, Moody's assigned a B2 corporate family rating, B2
probability of default rating, and a stable ratings outlook.

Proceeds from the new note offering along with a new FF&E facility
will be used to finance the development and construction of the
Buffalo Thunder Resort and Casino.  Buffalo Thunder will feature a
Native American Pueblo themed casino with approximately 1,200
slots and 25 table games.

Additionally, the resort will include a 390 room hotel that will
be branded as the Hilton Santa Fe North and managed by Hilton
Hotels Corporation as well as a 36-hole championship onsite golf
course.

The ratings consider BTDA's relatively small cash flow base,
dependence on a single gaming market, and development and ramp-up
risks inherent in the expansion project.  

Positive ratings consideration is given to:

   -- the strength of the Santa Fe market which has had Class III
      gaming since 1994;

   -- stable revenues and EBITDA generated from BTDA's existing
      Cities of Gold Casino that will continue to operate beyond
      the opening of the Buffalo Thunder Resort;

   -- strong brand identity with the Hilton name; and,

   -- interest reserve account.

The stable ratings outlook anticipates that leverage will not
exceed 5x as a result of future development activity.  In
addition, leverage will be constrained by a 2x fixed charge
coverage test in the bond indenture.  Unanticipated increases in
leverage as a result of slower than expected ramp-up at Buffalo
Thunder could have a negative ratings impact.  Ratings upside is
limited at this time as the company is undergoing a major
expansion over the next few years.

The Pueblo of Pojoaque is a self-governing, federally recognized
Native American tribe with 373 enrolled members and with
jurisdiction over approximately 12,000 acres located 12 miles
north of Santa Fe, New Mexico.  The Pueblo is authorized to
conduct Class III gaming operations pursuant to a tribal-state
compact with the State of New Mexico, which expires in 2015.
Buffalo Thunder Development Authority is a political subdivision
and unincorporated instrumentally of the Pueblo.  BTDA was created
to hold all gaming operations of the Pueblo including the Cities
of Gold Casino, Sports Bar Casino, Downs of Santa Fe North, Towa
Golf Course, and the future Buffalo Thunder Resort and Casino.


CBRE REALTY: Fitch Holds $20.2 Million Class K Cert. Rating at BB
-----------------------------------------------------------------
Fitch affirmed 11 classes of CBRE Realty Finance CDO 2006-1, Ltd.
notes after a satisfactory performance review:

   -- $375,000,000 Class A-1 floating-rate affirmed at 'AAA';
   -- $33,000,000 Class A-2 floating-rate affirmed at 'AAA';
   -- $34,500,000 Class B floating-rate affirmed at 'AA';
   -- $15,000,000 Class C floating-rate affirmed at 'A+';
   -- $13,500,000 Class D floating-rate affirmed at 'A+';
   -- $9,000,000  Class E floating-rate affirmed at 'A-';
   -- $10,500,000 Class F floating-rate affirmed at 'A-';
   -- $13,500,000 Class G floating-rate affirmed at 'BBB+';
   -- $4,500,000  Class H floating-rate affirmed at 'BBB+';
   -- $24,000,000 Class J floating-rate affirmed at 'BBB-';
   -- $20,250,000 Class K fixed-rate affirmed at 'BB'.

Deal Summary:

CBRE 2006-1 is a cash flow collateralized debt obligation that
closed on March 28, 2006.  It was incorporated to issue
approximately $600 million of fixed- and floating-rate notes and
preference shares.  The proceeds from the issuance are invested in
a portfolio of primarily unrated commercial mortgage whole loans,
A-Notes, B-notes, commercial real estate mezzanine loans  and
commercial mortgage backed securities.

As of Oct. 2006, there is 5.2% of the CDO held in cash.  In
addition, CDOs of commercial real estate loans and credit tenant
lease loans may also be purchased.  The portfolio was selected and
is monitored by CBRE Realty Finance Management, LLC.  CBRE 2006-1
has a five year reinvestment period during which, if all
reinvestment criteria are satisfied, principal proceeds may be
used to invest in substitute collateral.

The reinvestment period ends in April 2011.  During the
reinvestment period if the collateral manager cannot identify
substitute collateral, at the discretion of the collateral
manager, the notes may be redeemed either pro-rata if certain
criteria are met or sequentially.  Following the reinvestment
period, interest and principal payments will be made to all
classes of notes on a sequential basis, beginning with the class A
notes.  Discretionary trading during the reinvestment period is
limited to 10% of the net outstanding collateral balance per
annum.

Asset Manager:

CBRF is the collateral manager for CBRE 2006-1.  CBRF is a direct
subsidiary of CBRE-Melody, which is in turn a subsidiary of CB
Richard Ellis.  All of CBRF's senior managers are experienced
commercial real estate finance professionals, with several
originating from CIGNA Corp.'s Capital Markets Group.  One of the
distinguishing features of the CBRF platform is access to
collateral through its affiliation with CBRE-Melody and access to
market information via its affiliation with CB Richard Ellis.
Fitch views favorably CBRF's use of both Midland Loan Services, as
master and special servicer.

Performance Summary:

Since closing and as of the October 2006 trustee report, the CDO
has performed as expected.  The Fitch poolwide expected loss  is
21.0% as of Oct. 19, 2006, compared to the covenanted 31.625%, and
23.5% at closing.  The cushion of 10.625% provides average
reinvestment flexibility to the manager.  Although the credit
metrics of the loans have slightly worsened, as measured by
overall debt service coverage ratio and loan to value, the
composition of the loan types has improved.  Since close, DSCR has
decreased slightly from 1.18x to 1.14x and stressed LTV has
increased from 94.7% to 101.2%; however, the pool has less B notes
and mezzanine debt than at close.

The weighted average spread has increased since close, from 3.4%
to 3.51%; and it remains above the covenanted 3%.  The weighted
average coupon has decreased since close from 7% to 6.8%; however,
it remains above the 6.75% trigger.  64% of loans in the pool are
fixed rate loans.  The weighted average life of loans and CMBS has
increased since close from 4.3 years to 4.7 years, closer to the
maximum covenant of 5 years.  The average weighted life of the
loans is 3.6 years which implies the loans will fully turnover
during the reinvestment period.

The overcollateralization and interest coverage ratios of classes
A through G remain stable; each class is within its covenant.  The
IC ratios of classes A through G have also remained stable and
each class is significantly over its covenant, as of the Oct. 2006
trustee report.

Upgrades during the reinvestment period are unlikely given that
the pool could still migrate to the modeled PEL.  The Fitch PEL is
a measure of the hypothetical loss inherent in the pool at the
'AA' stress environment before taking into account the structural
feature of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Collateral Analysis:

The pool consists of 75.7% loans, 19.1% CMBS, and 5.2% cash. The
exposure to CMBS increased from 14.6% at closing.  The CDO
collateral continues to be weighted more heavily towards whole
loans and A-notes.  Of the collateral mezzanine loans and B-notes
represent 12.9% and 17.8%, respectively.

Since close, the largest percent of non-traditional assets are
still hotels, and the portfolio's exposure to this property type
has been maintained.  Condominium conversion exposure has
increased slightly since close.  The office property type still
remains the largest percentage of the loan portfolio.  The pool
composition is within its covenanted guidelines.

There are two loans that represent the largest exposures.  One
loan is an A-note on a four-building apartment portfolio located
north of Los Angeles, California.  The loan has strong sponsors;
the portfolio is operated by one of the largest third party
apartment property managers in the country.  The properties are
part of a waterfront community and benefits from its location
where developable land is scarce.  The borrowers are upgrading
this portfolio, spending $7,700 per unit in capital improvements.

The other largest exposure to the portfolio is an A-note, secured
by a class 'A' office property, located in San Diego, California.
The property is 61% occupied by a single tenant and subject to a
ground lease.  Ground rent has been abated until 2009.  As of
Nov., there is a $20 million reserve account for that loan that
covers 8.5 months of debt service and $53 per square foot for
tenant improvements, leasing commissions and capital expenditures.  
Leasing for the vacant space is expected to be complete in less
than a year.

The two condominium conversions in the pool are both performing as
expected.  One of the condominium conversions, located in New York
City, is awaiting approval by the attorney general.  The
conversion process is on schedule with the borrower's original
business plan.  The other conversion is well located just outside
of Washington, D.C.  Of the 432 units, 28 are under contract and
are expected to begin closing in early Dec.  The sales will
delever the loan.  Sales traffic at this property continues to be
strong.

Approximately $7.3 million in CMBS collateral has been added to
the pool net of substitutions.  The new CMBS collateral is of
slightly better credit quality.

Rating Definitions:

The ratings of the class A, B and C notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class D, E, F, G, H, I, J and K notes address the
likelihood that investors will receive ultimate interest and
deferred interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.

Ongoing Surveillance:

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


CDRV INVESTMENT: Moody's Junks Rating on Proposed $350MM Sr. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a rating of Caa1 to the
proposed $350 million senior floating rate notes of CDRV
Investors, Inc., the ultimate parent of VWR International Inc.  
The proceeds from the notes will be used to fund approximately
$344 million cash distributions to shareholders.  

Moody's affirmed the company's B2 Corporate Family Rating while
upgrading VWR's senior secured credit facility to Ba2 from Ba3,
its senior unsecured guaranteed notes to B1 from B3 and its
subordinated unsecured guaranteed notes to B3 from Caa1.  Moody's
also upgraded the rating on CDRV's senior discount notes to Caa1
from Caa2.

The ratings outlook remains stable.

Despite the increase in leverage and deterioration in the
company's cash flow coverage of debt, Moody's affirmed the B2
Corporate Family Rating due to the recent expansion in operating
margins and operating cash flow as well as the repayment of over
$100 million of debt in the past nine months.

Moody's believes that the company's expansion of operating cash
flow offsets the significant increase in outstanding debt from the
proposed recapitalization, resulting in free cash flow coverage of
adjusted long-term debt between 4% and 6%.

Moody's believes that the company's leverage and financial
policies, along with the low operating margins, will continue to
constrain the rating.  Following the recapitalization, leverage,
as measured by Moody's Adjusted Gross Debt to EBITDA, increases to
approximately 8x, up from approximately 6.6x prior to the
recapitalization.  Including this transaction, Moody's notes that
the company has now incurred a total of approximately $650 million
in incremental debt to fund distribution payments to CDRV
Investors, Inc. shareholders between 2004 and 2006.

The stable rating outlook reflects Moody's belief that VWR will
continue to generate meaningful operating and free cash flow.  The
outlook could change to positive if debt were to decline faster
than anticipated while the overall business metrics improve.  
However, leverage is expected to remain high over the next few
years.

New ratings assigned to CDRV Investors, Inc.:

   -- $350 Million Senior Floating Rate Notes, Caa1, LGD6, 92%.

These ratings at VWR International, Inc. were upgraded:

   -- $175 Million Senior Secured EURO Term Loan, to Ba2, LGD2,
      12% from Ba3, LGD2, 24%;

   -- $415 Million Senior Secured Guaranteed US Dollar Term Loan,
      due 2009, to Ba2, LGD2, 12% from Ba3, LGD2, 24%;


   -- $150 Million Senior Secured Guaranteed Revolver, due 2009,
      to Ba2, LGD2, 12% from Ba3, LGD2, 24%;

   -- $200 Million 6.875% Senior Unsecured Guaranteed Notes, due
      2012, to B1, LGD3, 40% from B3, LGD4, 67%; and

   -- $320 Million Senior Subordinated Unsecured Notes, due 2014,
      to B3, LGD4, 62% from Caa1, LGD6, 90%.

This rating at VWR International, Inc. were affirmed:

   -- Corporate Family Rating, rated B2.

This rating at CDRV Investment Holdings Corporation was upgraded:

   -- $481 Million (face value) Senior Discount Notes, due 2015,
      to Caa1 from Caa2.

Moody's also assigned an LGD rating of LGD5, 79%

VWR International, Inc., headquartered in West Chester,
Pennsylvania, is a global leader in the distribution of scientific
supplies, with worldwide sales of $3.1 billion in 2005.  VWR's
business is highly diversified across a spectrum of products and
services, customer groups and geography.


CEP HOLDINGS: Gets Court Nod to Hire Baker & Hostetler as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
CEP Holdings LLC and its debtor-affiliates permission to employ
Baker & Hostetler, LLP, as their bankruptcy counsel.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Baker & Hostetler will:

    (a) advise the Debtors with respect to their powers and duties
        as debtors-in-possession in the continued operation of
        their businesses;

    (b) advise the Debtors with respect to all general bankruptcy
        matters;

    (c) prepare on behalf of the Debtors all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of their estates;

    (d) represent the Debtors at all critical hearings on matters
        relating to their affairs and interests as debtors in
        possession before the Court, any appellate courts, the
        U.S. Supreme Court, and protecting the interests of the
        Debtors;

    (e) prosecute and defending litigated matters that may arise
        during the Debtors' chapter 11 cases, including matters as
        may be necessary for the protection of the Debtors'
        rights, the preservation of estate assets, or the Debtors'
        successful reorganization;

    (f) prepare and file the disclosure statement and negotiate,
        present and implement a plan of reorganization;

    (g) negotiate and seek approval of a sale of some or all of
        the Debtors' assets should such be in the best interests
        of the Debtors' estates;

    (h) negotiate appropriate transactions and preparing any
        necessary documentation related thereto;

    (i) represent the Debtors on matters relating to the
        assumption or rejection of executory contracts and
        unexpired leases;

    (j) advise the Debtors with respect to corporate, securities,
        real estate, litigation, labor, tax-exempt finance,
        environmental, regulatory, tax, healthcare and other legal
        matters which may arise during the pendency of the
        Debtors' chapter 11 cases; and

    (k) perform all other legal services that are necessary for
        the efficient and economic administration of the Debtor's
        chapter 11 cases.

The Debtors told the Court that the firm's professionals bill:

  Professional                      Designation        Hourly Rate
  ------------                      -----------        -----------
  Joseph F. Hutchinson, Jr., Esq.   Partner               $450
  Jeffrey Baddeley, Esq.            Partner               $440
  Michael A. VanNiel, Esq.          Associate             $250
  Thomas M. Wearsch, Esq.           Associate             $235
  Eric R. Goodman, Esq.             Associate             $225
  Timothy J. Richards, Esq.         Associate             $190
  Sarah Maxwell                                           $130

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

Headquartered in Akron, Ohio, CEP Holdings LLC manufactured hard,
molded rubber products and extruded plastic materials for
companies in the automotive, construction, and the medical
industries.  The Company and two of its subsidiaries filed for
chapter 11 protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No.
06-61796).  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.  The Debtors' exclusive period to file a chapter 11
plan expires on Jan. 18, 2007.


CEP HOLDINGS: Creditors Committee Hires McGuireWoods as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
the Official Committee of Unsecured Creditors in CEP Holdings LLC
and its debtor-affiliates' chapter 11 cases authority to retain
McGuireWoods LLP as counsel, nunc pro tunc to Sept. 20, 2006.

McGuireWoods will:

   a) advise the Committee with respect to its powers and duties
      under Section 1103 of the Bankruptcy Code;

   b) take all necessary action to preserve, protect and maximize
      the value of the Debtors' estates for the benefit of the
      Debtors' unsecured creditors, including but not limited to,
      investigating the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors' businesses and the desirability of the continuance
      of such businesses, and any other matter relevant to these
      cases or to the formulation of a plan;

   c) prepare on behalf of the Committee motions, applications,
      answers, orders, reports and papers that may be necessary to
      the Committee's interests in these chapter 11 cases;

   d) participate in the formulation of a plan as may be in the
      bests interests of general unsecured creditors of the
      Debtors' estates;

   e) represent the Committee's interests with respect to the
      Debtors' efforts to obtain postpetition secured financing;

   f) advise the Committee in connection with any potential sale
      of assets;

   g) appear before the Court, any appellate courts, and protect
      the interests of the Committee and the value of the Debtors'
      estates before such courts;

   h) consult with the Debtors' counsel on behalf of the Committee
      regarding tax, intellectual property, labor and employment,
      real estate, corporate, litigation matters, and general
      business operational issues; and

   i) perform all other necessary legal services and provide all
      other necessary legal advice to the Committee in connection
      with these chapter 11 cases.

McGuireWoods professionals' current customary hourly rates range
from $255 to $525 for attorneys and $145 for paralegals.

Mark E. Freedlander, Esq. at McGuireWoods LLP 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 Akron, Ohio, CEP Holdings LLC manufactured hard,
molded rubber products and extruded plastic materials for
companies in the automotive, construction, and the medical
industries.  The Company and two of its subsidiaries filed for
chapter 11 protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No.
06-61796).  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.  The Debtors' exclusive period to file a chapter 11
plan expires on Jan. 18, 2007.


CEP HOLDINGS: Hires Glass & Associates as Financial Advisors
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized CEP Holdings LLC and its debtor-affiliates to employ
Glass & Associates as their financial advisors, nun pro tunc
Sept. 20, 2006.

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Glass & Associates will:

     a) gather and analyze date interview appropriate management
        and evaluate the Debtors' existing financial plan and
        budget to determine the extent of the Debtors' financial
        challenges.

     b) assist in the development of strategies for improving
        liquidity, including possible overhead and expense
        reduction initiatives and cash conservation programs.

     c) manage or oversee, as the case may be, all aspects of the
        business and operations of the Debtors in a manner, and
        to the extent, customary for a financial advisor.

     d) lead the Debtors in the development of an action plan,
        which plan would facilitate discussions concerning the
        ongoing financing of existing operations and strategic
        alternatives.

     e) lead negotiations with entities or groups affected by any
        transactions or strategic alternatives which the Debtors
        pursue.

     f) Participate in the Debtors' board meetings as
        appropriate, and provide periodic status reports and
        advise with respect to restructuring and sale activities.

     g) Perform such other services and analyses relating to the
        restructuring or sale efforts as are or become consistent
        with the foregoing items, or as the parties hereto
        mutually agree.

The Debtors told the Court that the firm received a $125,000
retainer for services to be rendered.

The firm's professionals bill:

     Professional                Designation          Hourly Rate
     ------------                -----------          -----------
     John DiDonato, Esq       Principal in Charge         $450
     Anthony Bergen, Esq.      Senior Consultant          $300
     James Stephenson, Esq.    Senior Consultant          $300
     Shaun Donnellan, Esq.     Quality Principal          $450

To the best of the Debtors' knowledge, the firm does not hold any
interest adverse to the estate and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Akron, Ohio, CEP Holdings, LLC, manufactured
hard, molded rubber products and extruded plastic materials for
companies in the automotive, construction, and the medical
industries.  The Company and two of its subsidiaries filed for
chapter 11 protection on Sept. 20, 2006 (Bankr. N.D. Ohio Case No.
06-61796).  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.  The Debtors' exclusive period to file a chapter 11
plan expires on Jan. 18, 2007.


CHESAPEAKE ENERGY: Moody's Rates Pending EUR400MM Sr. Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned:

   -- a Ba2 rating to Chesapeake Energy's pending EUR400 million
      of 10-year senior unsecured notes;

Affirmed:

   -- its Ba2 corporate family;
   -- Ba2 senior unsecured note;
   -- SGL-2 speculative grade liquidity; and,
   -- Baa3 secured hedging facility ratings.

Net note proceeds would retire a like amount portion of CHK's
current approximately $2 billion of secured bank revolver debt.   
The Ba2 note rating is assigned under Moody's Loss Given Default
notching methodology which, given our forward expectation of CHK's
financing plan over the next three to six months, currently does
not drive the note ratings below CHK's Ba2 corporate family
rating.

The rating outlook is stable.

CHK's ratings and stable outlook remain supported by its
diversification and very large scale, multiple core basin
intensity, pattern of competitive leveraged full-cycle returns,
and expected supportive natural gas and crude oil prices.  CHK is
the third largest independent natural gas producer in the U.S.  It
remains able to materially reduce debt with cash flow if it
reduced acquisition and growth capital spending.

"The primary challenges to CHK's corporate family rating and
rating outlook remain the longstanding dynamic tension between (i)
its debt ratings and (ii) its equity funding objectives, rate of
desired organic and total growth, and scale of capital consumption
needed to achieve its growth guidance," Moody's Vice President and
Senior Credit Officer Andrew Oram said.  "In addition to major
external funding incurred to support its historical heavy three
year up-cycle acquisition program, we believe CHK's organic growth
targets, and need to demonstrate that its acquisitions will be
suitably productive, require it to mount heavy capital spending
above likely cash flow to take the quite large components of
undeveloped acreage within its asset acquisitions to production."

The next scheduled review of CHK's ratings will be after release
of 2006 results and FAS 69 data.

Given that CHK continues to carry amongst the highest leverage on
proven developed reserves of all investment grade and Ba rated
exploration and production companies, it is key that CHK
demonstrates the capacity to organically grow while reducing very
high leverage on PD reserves.  Core to that capacity is whether
the production growth response to reinvested internal capital is
sufficiently robust to drive accretion for both equity and debt
stakeholders.  In addition to sustaining sound operating
performance, CHK's ability to firm up its Ba2 rating and reach a
Ba1 rating or higher relies on it reducing its high leverage on PD
reserves and on production by either sufficiently robust sustained
reinvestment success that grows PD reserves and production
relative to debt and/or by overt reduction of debt with new equity
offerings.

Moody's also commented that, under its Loss Given Default
methodology, CHK's ability to continue to avoid a notching of its
Ba2 senior unsecured note rating below the corporate family rating
depends heavily on further substantially reducing its high
proportion of senior secured debt relative to senior unsecured
note amounts.  Over the next 3 to 6 months, to avoid a note rating
notching, CHK will need to fund both a potential cash flow
shortfall relative to capital spending and a reduction in current
secured debt levels with senior unsecured notes, preferred stock,
or common equity.

Overall, maintaining a stable outlook depends on CHK's ability and
willingness to fund future material acquisitions with sufficient
common equity to keep leverage on PD reserves in check, protect
the ratings from operating underperformance or price weakness, and
keep common equity at acceptable proportions of total capital.  

Of note, even acquisitions funded 50% with debt and 50% with
common equity add leverage to PD reserves when acquisitions
contain less than 50% PD reserves, bring low proportions of
current production, and hold high proportions of proven developed
non-producing and unfunded proven undeveloped, probable, and
possible reserves with attendant heavy drilling and development
capital needs and risk.

Furthermore, any realistic combination of commodity price
weakness, equity market weakness, and/or CHK underperformance
could derail or delay its ability to convert hybrid securities to
common equity to reduce leverage.  Moody's believes CHK management
is also likely to continue generating a series of acquisitions of
scale.

At just under $11/PD boe, up from approximately $8/PD boe at
mid-year, pro-forma adjusted debt leverage is very high relative
to the ratings and at uncomfortable levels for CHK's acquisition
strategy, heavy capital load, and sector price risk.  Acquisitions
and capital spending have pushed adjusted leverage to levels
inconsistent with the current ratings unless reduced over the
medium term.  Moody's does not expect debt reduction from cash
flow this year or in 2007, with capital spending exceeding cash
flow.

Notwithstanding an astute hedging program, CHK's full-cycle cost
structure is elevated, along sector up-cycle trends.  Current
prices and its substantial hedge portfolio mitigate near-term
price risk.  However, in the event hedges roll-off into materially
lower prices, while costs would be elastic to lower prices, it is
premature to assess how quickly and to what degree CHK's escalated
full-cycle costs will be elastic.

Pro-forma for the senior unsecured note offering, Moody's
exploration and production methodology model maps CHK to a Ba3
corporate family rating, although other factors support the Ba2
rating at this time.  CHK's production, PD reserve, total proven
reserve, and diversification profiles each map to a sound Baa
rating.  

The model also maps the leveraged full-cycle ratio to a low Baa or
strong Ba1 rating for and retained cash flow coverage of debt to a
Ba rating, each of which softened due to more moderate prices and
higher costs.  CHK's three-year average drill-bit finding and
development costs map to the B range and its three-year average
all-sources unit reserve replacement costs and total unit full-
cycle costs map to the Caa rating range.  CHK's pro-forma straight
debt leverage on PD reserves maps to the Caa rating range, both
with and without accounting for 50% of hybrids.  Its fully loaded
leverage on total proven reserves also maps to the Caa rating,
both with and without any proportion of hybrids as debt.

However, other factors currently supporting a Ba2 rating include
the fact that CHK's very high leverage is partly due to point-in-
time debt incurred for cash flowing acquisitions, thus its
leverage as measured by forward cash flow cover is moderately less
than indicated by the Debt/PD reserve ratio; by the optionality of
CHK's very large pre-capex cash flow and its ability to reduce
leverage if it slowed growth capital spending, by the quality of
the management team, and by our expectation that leverage will
move towards levels more supportive of a Ba2 rating.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma.


CITIMORTGAGE ALT: Fitch Rates $1.49MM Class B-5 Certificates at B
-----------------------------------------------------------------
Fitch rates CitiMortgage Alternative Loan Trust's Series 2006-A6
REMIC Pass-Through Certificates:

   -- $471,941,485 classes IA-1 through IA-8, IA-IO, IIA-1,
      IIA-IO and IA-PO certificates 'AAA';

   -- $13,165,000 class B-1 'AA';

   -- $3,974,000 class B-2 'A';

   -- $2,981,000 class B-3 'BBB';

   -- $1,739,000 class B-4 'BB'; and,  

   -- $1,490,000 class B-5 'B'.

The $1,490,839 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5%
subordination provided by the 2.65% Class B-1, the 0.80% Class
B-2, the 0.60% Class B-3, the 0.35% privately offered Class B-4,
the 0.30% privately offered Class B-5, and the 0.30% privately
offered Class B-6.  In addition, the ratings reflect the quality
of the mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities as
primary servicer.

As of the cut-off date, Nov. 1, 2006, the mortgage pool consists
of 1,506 conventional, fully amortizing, 10-30 year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $496,781,325, located primarily in California, New
York and Florida.  The weighted average current loan to value
ratio of the mortgage loans is 71.73%.  

Approximately 68.90% of the loans were originated under a reduced
documentation program. Condo and co-op properties account for 7.4%
of the total pool.  Cash-out refinance loans and investor
properties represent 44.22% and 6.47% of the pool, respectively.  
The average balance of the mortgage loans in the pool is
approximately $329,868.  The weighted average coupon of the loans
is 6.775% and the weighted average remaining term is 349 months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


COIN BUILDERS: Creditors Have Until January 29 to File Claims
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
set Jan. 29, 2007, as the deadline for all creditors owed money by
Coin Builders LLC to file formal written proofs of claim on
account of claims arising prior to Sept. 26, 2005.

Creditors must mail their proofs of claim to:

      The Clerk of the U.S Bankruptcy Court
      Western District of Wisconsin
      500 S. Barstow
      P.O. BOX 5009
      Eau Claire, WI 54702-5009

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).  The
Debtor's Chapter 11 case has been converted into a Chapter 7
liquidation proceeding.  Michael E. Kepler serves as Chapter 7
Trustee and is represented by Kepler & Peyton.  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represented the Debtor.  
Claire Ann Resop, Esq., at Brennan, Steil & Basting, S.C.,
represented 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.


CROWN CASTLE: Fitch Places Low-B Ratings on F & G Cert. Classes
---------------------------------------------------------------
Crown Castle's Series 2006-1 commercial mortgage pass-through
certificates are rated by Fitch Ratings:

   -- $453,540,000 class A-FX 'AAA';
   -- $170,000,000 class A-FL 'AAA';
   -- $150,155,000 class B 'AA';
   -- $150,155,000 class C 'A';
   -- $150,150,000 class D 'BBB';
   -- $144,000,000 class E 'BBB-';
   -- $249,000,000 class F 'BB+'; and
   -- $83,000,000 class G 'BB';

Fitch, after giving effect to the offered notes, affirms these
ratings to the $1,900,000,000 Crown Castle, Series 2005-1
collateralized fixed-rate notes:

   -- $1,198,460,000 class A 'AAA';
   -- $233,845,000 class B 'AA';
   -- $233,845,000 class C 'A'; and
   -- $233,850,000 class D BBB'.

Crown Castle, Series 2006-1 represents an additional issuance
pursuant to the Crown Castle, Series 2005-1 closed on June 8,
2005, which holds a mortgage loan secured by 10,578 wireless
communication sites.  The current issuance reflects the
contribution of an additional 949 sites and increased cash flow
from the initial sites; 40 tower sites included in the initial
issuance will be removed due to negative cash flow.  The initial
and current issuance of certificates are secured by the same pool
of collateral and are pari passu among like rated classes.

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
11,527wireless communication sites securing one fixed rate loan
having an aggregate principal balance of approximately
$3,450,000,000, as of the cutoff date.


CS 2006-TFL2: Fitch Puts 'BB-' Rating on $5.5MM Class ARG-B Certs.
------------------------------------------------------------------
CS 2006-TFL2, commercial mortgage pass-through certificates are
rated by Fitch:

   -- $1,137,000,000 class A-1 'AAA';
   -- $536,000,000 class A-2 'AAA';
   -- $1,928,300,000 class A-X-1* 'AAA';
   -- $TBD class A-X-2* 'AAA';
   -- $78,000,000 class A-X-3* 'AAA';
   -- $41,000,000 class B 'AA+';
   -- $41,000,000 class C 'AA';
   -- $33,000,000 class D 'AA-';
   -- $25,000,000 class E 'A+';
   -- $19,000,000 class F 'A';
   -- $19,000,000 class G 'A-';
   -- $19,000,000 class H 'BBB+';
   -- $20,000,000 class J 'BBB';
   -- $22,000,000 class K 'BBB-'; and
   -- $16,300,000 class L 'BBB-'.
   
These are rated by Fitch and are nonpooled components of the
related trust assets:

   -- $64,200,000 class KER-A 'AA-';
   -- $45,700,000 class KER-B 'A';
   -- $40,000,000 class KER-C 'A-';
   -- $49,300,000 class KER-D 'BBB+';
   -- $49,700,000 class KER-E 'BBB';
   -- $66,100,000 class KER-F 'BBB-';
   -- $37,300,000 class SHD-A 'AA+';
   -- $35,500,000 class SHD-B 'AA';
   -- $34,300,000 class SHD-C 'A+';
   -- $26,800,000 class SHD-D 'A-';
   -- $33,500,000 class SHD-E 'BBB-';
   -- $11,000,000 class BEV-A 'BBB-';
   -- $21,700,000 class QUN-A 'AA-';
   -- $20,000,000 class QUN-B 'A';
   -- $29,300,000 class QUN-C 'BBB';
   -- $18,900,000 class QUN-D 'BBB-';
   -- $7,000,000 class ARG-A 'BB';
   -- $5,500,000 class ARG-B 'BB-';
   -- $18,800,000 class MW-A 'AA';
   -- $11,346,066 class MW-B 'A';
   -- $4,000,000 class NHK-A 'BBB-';
   -- $378,000,000 class SV-A1 'AAA';
   -- $126,000,000 class SV-A2 'AAA';
   -- $845,000,000 class SV-AX* 'AAA';
   -- $61,000,000 class SV-B 'AA+';
   -- $31,000,000 class SV-C 'AA';
   -- $31,000,000 class SV-D 'AA-';
   -- $30,000,000 class SV-E 'A+';
   -- $31,000,000 class SV-F 'A';
   -- $30,000,000 class SV-G 'A-';
   -- $54,000,000 class SV-H 'BBB+';
   -- $34,000,000 class SV-J 'BBB'; and
   -- $39,000,000 class SV-K 'BBB-'

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are
16 floating rate loans having an aggregate principal balance of
approximately $3,403,246,066 as of the cutoff date.


CWALT INC: Fitch Assigns 'B' Rating on $874,900 Class B-4 Certs.
-----------------------------------------------------------------
Fitch rates CWALT Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2006-42:

   -- $235.8 million classes 1-A-1 through 1-A-8, 2-A-1, 1-X,
      2-X, PO, and A-R certificates 'AAA';

   -- $6.9 million class M certificates 'AA';

   -- $2.3 million class B-1 certificates 'A'

   -- $1.7 million class B-2 certificates 'BBB';

   -- $1.2 million class B-3 certificates 'BB'; and

   -- $874,900 privately offered class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 5.65%
subordination provided by the 2.80% class M, the 0.95% class B-1,
the 0.70% class B-2, the 0.50% class B-3, the 0.35% privately
offered class B-4, and the 0.35% privately offered class B-5.
Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults.  In addition, the rating also reflects the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups.  Loan Group 1
consists of 40-year conventional, fully amortizing mortgage loans
totaling $235,446,657 as of the cut-off date, Nov. 1, 2006,
secured by first liens on one-to four-family residential
properties.  The mortgage pool, as of the cut-off date,
demonstrates an approximate weighted-average original-loan-to-
value of 71.84%.  The weighted average FICO credit score is
approximately 708.  Cash-out refinance loans represent 52.78% of
the mortgage pool and second homes 1.75%.  The average loan
balance is $286,083.  The two states that represent the largest
portion of mortgage loans are California and Florida.  All other
states represent less than 5% of the cut-off date pool balance.

Loan Group 2 consists of 40-year conventional, fully amortizing
mortgage loans totaling $14,539,255 as of the cut-off date,
Nov. 1, 2006, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 63.85%.  
The weighted average FICO credit score is approximately 701.  
Cash-out refinance loans represent 77.48% of the mortgage pool and
second homes 2.02%.  The average loan balance is $338,122.  
California represents 100% of the mortgage loans in this group.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWALT INC: $2 Mil. Class B-4 Certificates Get Fitch's 'B' Rating
----------------------------------------------------------------
Fitch rates CWALT, Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2006-40T1:

   -- $565,479,599 classes 1-A-1 through 1-A-14, 2-A-1 through 2-
      A-7, 1-X, 2-X, PO, and A-R certificates 'AAA';

   -- $15,299,400 class M-1 certificates 'AA';

   -- $1,799,900 class M-2 certificates 'AA';

   -- $4,799,900 class M-3 certificates 'A';

   -- $899,900 class M-4 certificates 'A';

   -- $3,299,900 class B-1 certificates 'BBB';

   -- $900,000 class B-2 certificates 'BBB';

   -- $3,299,900 privately offered class B-3 certificates 'BB';
      and

   -- $2,099,900 privately offered class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 5.75%
subordination provided by the 2.55% class M-1, the 0.3% class M-2,
the 0.8% class M-3, the 0.15% class M-4, the 0.55% class B-1, the
0.15% class B-2, the 0.55% privately offered class B-3, the 0.35%
privately offered class B-4 and the 0.35% privately offered class
B-5.  Classes M-1, M-2, M-3, M-4, B-1, B-2, B-3, and B-4 are rated
'AA', 'AA', 'A', 'A', 'BBB', 'BBB', 'BB', and 'B' based on their
respective subordination only.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults.  In addition, the rating also reflects the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated RMS2+
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The mortgage pool consists of two loan groups.  Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $349,992,146 as of the cut-off date,
Nov. 1, 2006, secured by first liens on one-to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average original-loan-
to-value of 72.15%.  The weighted average FICO credit score is
approximately 708.  Cash-out refinance loans represent 40.2% of
the mortgage pool and second homes 7.4%.  The average loan balance
is $684,916.  The three states that represent the largest portion
of mortgage loans are California, New York, and Maryland. All
other states represent less than 5% of the cut-off date pool
balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $249,986,208 as of the cut-off
date, Nov. 1, 2006, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 74.07%.  
The weighted average FICO credit score is approximately 707.  
Cash-out refinance loans represent 34% of the mortgage pool and
second homes 6.3%.  The average loan balance is $679,310.  The
three states that represent the largest portion of mortgage loans
are California, New York, Florida.  All other states represent
less than 5% of the cut-off date pool balance.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS MORTGAGE: $1.8 Mil. Class B-4 Certs. Get Fitch's 'B' Rating
-----------------------------------------------------------------
Fitch rates CWMBS Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2006-19:

   -- $1,201,198,025 classes 1-A-1 through 1-A-9, X, PO, and A-R
      certificates 'AAA';

   -- $29,327,900.00 class M certificates 'AA';

   -- $7,488,000 class B-1 certificates 'A';

   -- $3,744,000.00 class B-2 certificates 'BBB';

   -- $2,496,000.00 class B-3 certificates 'BB'; and

   -- $1,872,000.00 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.35% class M, the 0.6% class B-1,
the 0.3% class B-2, the 0.2% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.15% privately offered
Class B-5.  Classes M, B-1, B-2, B-3, and B-4 are rated 'AA', 'A',
'BBB', 'BB', and 'B' based on their respective subordination only.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults.  In addition, the rating also reflects the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated RMS2+
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of
primarily 30-year conventional, fixed rate, fully amortizing
mortgage loans.  The pool consists of mortgage loans totaling
$1,247,997,961 as of the cut-off date, Nov. 1, 2006, secured by
first liens on one-to four- family residential properties.

The average loan balance is $623,687.  The mortgage pool, as of
the cut-off date, demonstrates an approximate weighted-average
original loan-to-value ratio of 73.05%.  The weighted average FICO
credit score is approximately 745.  Cash-out refinance loans
represent 25.37% of the mortgage pool and second homes 7.23%.  The
states that represent the largest portion of mortgage loans are
California, Virginia and New Jersey.

All other states represent less than 5% of the pool as of the
cut-off date.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CYRUS REINSURANCE: Moody's Rates $100MM Term Loan Facility at Ba1
-----------------------------------------------------------------
Moody's assigned a Ba1 rating to Cyrus Reinsurance Limited's
$100 million secured term loan facility.  In the same action,
Moody's has affirmed its Baa1 rating on the $220 million senior
notes at the holding company, Cyrus Reinsurance Holdings SPC.

Cyrus Re is a reinsurance "sidecar" vehicle that was established
to provide collateralized quota share reinsurance protection
exclusively to XL Re Ltd. and XL Re Europe, both subsidiaries of
XL Capital Ltd.

The term loan facility of Cyrus Re, which is being syndicated to
financial institutions and other institutional lenders, is
scheduled to mature in December 2010.  The term loan at Cyrus Re
and the senior notes at Cyrus Holdings will be secured by separate
collection accounts and cross-guarantees between Cyrus Holdings
and Cyrus Re that would allow funds to bypass the operating
company en route to senior note holders, thus ensuring that the
term loan at the operating company will have a lower priority of
payment than the senior notes at the holding company.

According to Moody's, the term loan rating reflects an analysis of
the structural and contractual features of the Cyrus Re vehicle,
including probabilistic analysis to determine both the probability
of loss and expected severity of loss to lenders.

The rating on the term loan facility is supported by Cyrus Re's
level of capitalization relative to its catastrophe exposure,
which has been enhanced by retained earnings from a benign
catastrophe season and favorable pricing levels.

Lenders and note holders also benefit from certain structural
characteristics -- particularly as they relate to limitations on
dividend payouts and return of equity capital -- that serve to
better align the interests of equity and debt investors.  
Furthermore, subsequent reinsurance, specific to the subject
business, purchased by the XL Ceding Companies will inure to the
benefit of Cyrus Re, increasing the likelihood that the financial
results of Cyrus Re will mirror those of the XL Ceding Companies'
relevant book of business.

Moody's notes, however, that these positive considerations are
offset by several factors.  

First, the relevant book of business for the XL Ceding Companies
can produce volatile results owing to high-layer coverage and
large line sizes on some contracts.

Secondly, up to half of the proceeds from the loan offering would
be immediately distributed to Cyrus Holdings' shareholders,
thereby reducing the equity cushion to the term loan.

Thirdly, the term loan provides significant support to -- and is
subordinated to -- the senior notes which are over twice the term
loan amount.  Interest payments on the term loan are constrained
by a "Coverage Test" that aims to ensure that funds are earmarked
to pay interest and principal on the senior notes before payments
can be made on the term loan.

Lastly, lenders and senior note holders are exposed to uncertainty
surrounding the exact amount of liabilities that are owed to the
XL Ceding Companies during the wind-up.

Furthermore, future proposals to extract shareholder dividends
from the vehicle would likely prompt Moody's to assess the impact
on the ratings, if any, based upon the size of the dividend, the
vehicle's remaining risk exposure, and the sidecar's risk-adjusted
capitalization at that point in time.

The ratings contemplate an underwriting period up to and including
July 1, 2007 and assume no additional debt above that which has
been noted.

Going forward, the ratings will reflect updated analysis of the
cumulative performance of the company, its future overall risk-
adjusted capitalization level, and updated probabilistic analysis
of its reinsurance portfolio.  The current ratings do not
anticipate any potential amendments that may be made to the
agreements.  Any future amendments will be evaluated at that point
in time and Moody's will assess the impact on the ratings, if any.

On Nov. 21, 2006, Moody's affirmed the Baa1 rating on the senior
notes of Cyrus Holdings following the company's proposal to modify
the terms of its reinsurance sidecar arrangement and to amend the
senior notes indenture, in part to allow for the introduction of
the secured term loan facility at Cyrus Re.

This rating has been assigned with a stable outlook:

   * Cyrus Reinsurance Limited

     -- $100 million secured term loan facility due Dec. 2010 at
        Ba1.

These ratings have been affirmed with a stable outlook:

   * Cyrus Reinsurance Holdings SPC

     -- $220 million senior unsecured notes due Sept. 2008 at
        Baa1.

   * Cyrus Reinsurance Limited

     -- insurance financial strength at A2.

Cyrus Reinsurance Holdings SPC is majority-owned by investment
funds affiliated with Highfields Capital Management LP.  Cyrus
Reinsurance Limited is a Class 3 Bermuda reinsurer that has
entered into a collateralized quota share reinsurance treaty with
its sole clients, XL Re Ltd. and XL Re Europe, both subsidiaries
of XL Capital Ltd.  Cyrus Re will assume up to 50% of certain
lines of property catastrophe reinsurance and retrocession
business underwritten by its clients for the 2006 and 2007
underwriting years, subject to adjustment under certain
conditions.  The current quota share cession percentage is 35%.


DANA CORP: Franklin Can Use Expert Rebuttal Testimony Until Jan. 8
------------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Franklin Fueling
Systems Inc. to make use of expert rebuttal testimony and submit
that expert's opinions not later than Jan. 8, 2007, if Dana
Corporation and its debtor-affiliates decide to identify an
expert.

The Court's Order relates to Franklin Fueling's October 2006
request for the modification of the automatic stay to permit it to
immediately terminate these agreements it entered into with the
Debtors in November 2005:

   (1) A Supply Agreement requiring the Debtors to supply certain
       in-ground flexible fuel pipe to FFS;

   (2) A Bailment Agreement relating to certain of FFS' property
       to be used by the Debtors in the manufacture of the piping
       products; and

   (3) An Equipment Sale Agreement to convey certain used
       equipment to FFS.

Judge Lifland amended the dates that govern the discovery process
between the Debtors and Franklin:

   Dec. 29, 2006  -- Close of written discovery

   Jan. 5, 2007   -- Close of fact witness deposition
                        discovery

   Jan. 15, 2007  -- Close of expert witness deposition
                        discovery

   Jan. 22, 2007  -- Deadline to file pre-hearing briefs,
                        witness identification lists, hearing
                        exhibit identification lists and any
                        stipulations of facts

   Jan. 29, 2007  -- Evidentiary hearing

The Court clarifies that the authority to extend the scheduled
dates do not apply to the Jan. 22, 2007, deadline for pre-
hearing briefs and the Jan. 29, 2007, hearing date.

The Court previously set a Dec. 18, 2006 evidentiary hearing on
Franklin's request and directed the Debtors to provide Franklin
Fueling a report of their expert's opinions for testimony and that
expert's related information not later than Nov. 10, 2006.

The Court then also allowed Franklin to make use of expert
rebuttal testimony, and by no later than Nov. 17, 2006, provide
the Debtors with a report of its expert's opinions for testimony
and that expert's related information.

                      About Dana Corporation

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

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

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

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

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

(Dana Corporation Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DANA CORP: Inks Pact Changing IBC Lease Cure Amount to $578,868
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
previously authorized Dana Corporation and its debtor-affiliates
to assume a non-residential real property lease between Debtor
Torque-Traction Technologies Inc. and IBC Inc. for a property
located at 315 Matzinger Road, in Toledo, Ohio.

The Debtors then determined that the cure amount to be paid
in connection with the assumption of the IBC Lease is $0.

In subsequent discussions with IBC, the Debtors acknowledged that
certain amounts were to be paid to IBC as cure payment.  Due to
oversight, however, the Debtors inadvertently omitted the
acknowledged amounts from the original cure amount.

Accordingly, the parties stipulate that the Original Cure Amount
is revised and changed to $578,868.  The Debtors will pay the
Revised Cure Amount to IBC in cash.

The Revised Cure Amount is comprised these charges and liens:

   Charges and Liens                                Amount
   -----------------                                ------
   Certain utility charges owed to IBC
   for the Matzinger Facility pursuant
   to the IBC Lease                                $33,113

   A valid mechanic's lien asserted against
   the Matzinger Facility by Retzke Snyder
   Electrical Contractor's Inc. for goods
   and services provided to the Debtors at
   the Matzinger Facility                          225,275

   A valid mechanic's lien asserted against
   the Matzinger Facility by Jim Wing Plumbing
   Co., Inc., for goods and services provided
   to the Debtors at the Matzinger Facility         42,917

   A valid mechanic's lien asserted against
   the Matzinger Facility by Tim A. Ault,
   attorney for The Delventhal Company, for
   goods and services provided to the Debtors
   at the Matzinger Facility                       142,436

   A valid mechanic's lien asserted against
   the Matzinger Facility by Buckeye Power
   Sales for goods and services provided to
   the Debtors at the Matzinger Facility           124,129

   A valid mechanic's lien asserted against
   the Matzinger Facility by Program
   Solutions, Inc. for goods and services
   provided to the Debtors at the Matzinger
   Facility.                                        10,995

Upon receipt of the Revised Cure Amount, IBC will immediately pay
and satisfy all amounts owed on account of the Liens to the
lienholders.

                      About Dana Corporation

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

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

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

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

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

(Dana Corporation Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELPHI CORP: Inks Sixth Amendment to $2-Bil. DIP Loan Agreement
---------------------------------------------------------------
Delphi Corporation and its debtor-affiliates has entered into a
sixth amendment to their amended and restated revolving credit,
term loan and guaranty agreement to borrow up to $2,000,000,000
from a syndicate of lenders.

The Sixth Amendment provides Delphi with additional time to
deliver the quarterly financial statements for the period ended
Sept. 30, 2006, and the annual financial statements for the
period ended Dec. 31, 2006, Robert J. Dellinger, executive vice
president and chief financial officer of Delphi Corporation,
discloses in a Form 8-K filing with the Securities and Exchange
Commission.

"Specifically, as a result of the Sixth Amendment the unaudited
quarterly financial statements for the period ended September 30,
2006, are now due no later than 165 days after the end of such
fiscal quarter and the audited annual financial statements for
the period ended December 31, 2006, are now due no later than the
later to occur of the date which is 30 days after the 2006 10Q
Delivery Date and the date specified by the SEC for the filing of
Annual Reports on Form 10-K," Mr. Dellinger says.

Furthermore, the Sixth Amendment provides an amended definition
for "Global EBITDAR," which provides for the full amount of the
restructuring costs and related cash payments attributable to the
UAW Special Attrition Agreement, and similar obligations pursuant
to comparable labor agreements, be excluded in the calculation of
"Global EBITDAR."

The Amendment also extends the date by which Delphi must deliver
updated financial projections from Dec. 15, 2006, to Mar. 31,
2007.

A full-text copy of the Sixth Amendment to the November 2005
Credit Agreement is available for free at:

            http://researcharchives.com/t/s?15f7

                          About Delphi

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DELTA AIR: Says It Wants to Remain as Stand-Alone Carrier
---------------------------------------------------------
Delta Air Lines Inc. has heard US Airways Group Inc.'s $8.5
billion takeover bid talks but reiterates that it wants to emerge
from bankruptcy as a stand-alone carrier, CNNMoney.com reports.

In a company's press release, Delta issued this statement:

"Consistent with our obligation to review US Airways' unsolicited
proposal, today we, along with representatives of our Creditors'
Committee, met to listen to US Airways' presentation concerning US
Airways' proposal to merge with Delta."

While we will fulfill this obligation, we will, as we have stated,
continue to progress toward filing our stand-alone plan by the end
of the year, which would have us emerge from bankruptcy as a
highly competitive, independent and financially sound airline by
mid-2007. Our plan is working and we have tremendous, hard-won
confidence in it."

Reports show that US Airways was pleased to have had the
opportunity to present its offer.  According to the source, it was
unclear if the parties would meet again to win US Airway's
unsolicited deal.

US Airways CEO Doug Parker commented that a merged airline would
have more benefits than a stand-alone Delta.

Alan Kornberg, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison,
representing the Delta ad hoc bondholders, told Reuters via e-mail
that the bondholder group plans to hold separate meetings with the
companies.  The group was absent during Thursday's meeting.

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


DIRECT INSITE: Sept. 30 Balance Sheet Upside-Down by $4.48 Mil.
---------------------------------------------------------------
Direct Insite Corp. reported a $93,000 net loss on $2.2 million of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $128,000 net income on $2.5 million of revenues for the same
period in 2005.  

At Sept. 30, 2006, the company's balance sheet showed
$2.92 million in total assets and $7.40 million in total
liabilities, resulting in a $4.48 million total stockholders'
deficit.  Additionally, accumulated deficit as of Sept. 30, 2006,
stood at $4.1 million.

The lower reported net loss is primarily due to an expense of
$254,000 on the revaluation of the warrant liability in the third
quarter of 2006 compared to a gain of $212,000 for the same period
in 2005.  Additionally, interest expense increased $54,000 to
$210,000 principally due to the amortization of debt discount of
$153,000 for the three month period ended Sept. 30, 2006, offset
by a decrease in interest due to lower rate of borrowing under the
company's receivables financing agreements.

For the three months ended Sept. 30, 2006, revenue decreased
$327,000 to $2.2 million compared to revenue of $2.5 million for
the same period in 2005.  The decrease is primarily the result of
an increase in the company's core business, the ASP IOL services
of $12,000 offset by a decrease of $339,000 in revenue from
engineering services.  

For the three months ended Sept. 30, 2006, the company had an
operating income of $416,000 compared to operating income of
$75,000 in the same period in 2005.  The improvement is
principally  due to the decrease in operating costs.

Sales and marketing costs were $296,000 for the three month period
ended Sept. 30, 2006, a decrease of $220,000 for the three month  
period compared to costs of $516,000 for the three month period
ended Sept. 30, 2005, primarily due to decreases in salaries and
related costs and decreases in advertising and travel costs.  

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at: http://researcharchives.com/t/s?1611

Headquartered in Bohemia, New York, Direct Insite Corp. --
http://www.directinsite.com/-- primarily operates as an  
application service provider that markets an integrated
transaction based "fee for service" offering called Invoices On-
Line, an electronic invoice presentment and payment service that
processes high volumes of transactional data for invoice
presentment purposes delivered via the Internet on a global basis.
Direct Insite processes over $80 billion in electronic Invoice
value each year for more than 7,000 corporations worldwide.

The company also provides Custom Engineering Services which are
single contractual agreements involving modification or
customization of the company's proprietary application service
provider software solution.


DURA AUTOMOTIVE: Taps Brunswick as Communications Consultants
-------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Brunswick Group LLC as corporate communications
consultants, nunc pro tunc to Oct. 30, 2006.

Keith Marchiando, the company's chief financial officer, notes
that Brunswick has extensive experience in corporate and crisis
communications.

The company says that since its founding in 1987, Brunswick has
provided public relations services to companies experiencing
financial and operating difficulties.  It has recently provided
services in a number of large and mid-sized bankruptcy
restructurings.

As communications consultants, Brunswick will:

    (a) prepare materials to be distributed to the Debtors'
        employees explaining the impact of the Reorganization
        Cases,

    (b) draft correspondence to creditors, vendors, employees and
        other interested parties regarding the Reorganization
        Cases,

    (c) prepare written guidelines for head office and location
        managers to assist them in addressing employee and
        customer concerns,

    (d) prepare news releases for dissemination to the media for
        distribution,

    (e) interface and coordinate media reports to contain the
        correct facts and the Debtors' perspective as an ongoing
        business,

    (f) assist the Debtors in maintaining their public image as a
        viable business and going concern during the Chapter 11
        reorganization process,

    (g) assist the Debtors, and develop internal systems, in
        handling inquiries,

    (h) coordinate public relations services with a third party
        making an investment in the Debtors,

    (i) perform other strategic communications consulting services
        as may be required by the Debtors in the Reorganization
        Cases, and

    (j) provide additional public relations services appropriate
        and necessary to the benefit of the Debtors' estates.

The Debtors will pay Brunswick based on the firm's hourly rates:

             Professional    Hourly Rate
             ------------    -----------
             Partner             $700
             Director            $550
             Associate           $450
             AD                  $325
             Exec                $225

The Debtors will also reimburse Brunswick for its actual and
necessary out-of-pocket expenses.  Production-related
expenditures -- e.g., photography, printing, etc. -- will be
charged to the Debtors at cost.

The Debtors have made prepetition payments totaling $227,917 to
Brunswick in the year preceding the bankruptcy filing date.

The payments have been applied to outstanding invoices and on
account of fees and expenses incurred in providing services to
the Debtors in connection with the restructuring activities.

The payments received include:

    (a) $91,495 for fees and expenses incurred for periods before
        Oct. 13, 2006, and

    (b) $136,422 on Oct. 24, 2006.

The Debtors do not owe Brunswick any amount for services
performed or expenses incurred prior to its bankruptcy filing and
thus Brunswick is not a prepetition creditor of the Debtors.

Robert Mead, a partner at Brunswick, assures the Court that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and it does not hold nor
represent any interest adverse to the Debtors or their estates.

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

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

As of July 2, 2006, the Debtor had $1,993,178,000 in total assets
and $1,730,758,000 in total liabilities.  (Dura Automotive
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


FM LEVERAGED: Moody's Rates $20.5 Million Class E Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned ratings to five classes of
notes issued by FM Leveraged Capital Fund II.

Moody's assigned these ratings:

   -- Aaa to the $245,040,000 Class A-1 First Priority Senior
      Floating Rate Delayed Draw Notes due 2020;

   -- Aa1 to the $18,000,000 Class A-2 First Priority Senior
      Floating Rate Notes due 2020;

   -- Aa2 to the$24,660,000 Class B Second Priority Senior
      Floating Rate Notes due 2020;

   -- A2 to the $34,935,000 in Aggregate Principal Amount Class C
      Third Priority Deferrable Floating Rate Notes due 2020;

   -- Baa2 to the $22,605,000 in Aggregate Principal Amount Class
      D Fourth Priority Deferrable Floating Rate Notes due 2020;
      and,

   -- Ba2 to the $20,550,000 in Aggregate Principal Amount Class
      E Fifth Priority Deferrable Floating Rate Notes due 2020.

The ratings reflect Moody's evaluation of the underlying
collateral as of the Closing Date, the transaction's structure,
the draft legal documentation, and the expertise of the manager,
FriedbergMilstein LLC.

Moody's stated that the ratings of these notes address the
ultimate cash receipt of all required interest and principal
payments required by the governing documents and are based on the
expected losses posed to holders of notes relative to the promise
of receiving the present value of such payments.

This transaction, underwritten by Wachovia Capital Markets, LLC,
is a securitization of middle market loans.


GENERAL MOTORS: Kirk Kerkorian Sells Another 14 Million Shares
--------------------------------------------------------------
Billionaire investor Kirk Kerkorian's Tracinda Corp. sold
14 million shares of General Motors Corp.'s common stock in a
private transaction for $28.75 per share, bringing his stake down
to 4.95%.

According to a regulatory filing with the Securities and Exchange
Commission, Tracinda sold the shares on Nov. 28, 2006, and will
settle the sale today, Dec. 1, 2006.

Previously, Tracinda sold on Nov. 20, 2006, 14 million shares for
$33.00 per share, and its stake went down to 7.4%.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the   
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 318,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                            *    *    *

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

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

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


GENERAL MOTORS: GMAC Releases Composition of New Board
------------------------------------------------------
GMAC Financial Services became an independent global financial
services company after 87 years as a wholly owned subsidiary of
General Motors Corp.

GM completed yesterday the sale of a majority equity stake in GMAC
to an investment consortium led by Cerberus FIM Investors LLC and
including wholly owned subsidiaries of Citigroup Inc., Aozora Bank
Ltd., and The PNC Financial Services Group Inc.

As a result of this transaction, GMAC expects to benefit from
access to a lower cost of funds as it assumes a separate and
independent credit profile and independent governance by a new
board.

In addition, GM and GMAC have entered into 10-year agreements
under which GMAC will remain the exclusive provider of
GM-sponsored auto finance programs and will continue to provide
GM dealers and their customers with the same broad range of
financial products and services as it does today.

GMAC's existing management team will remain in place and is led by
chief executive officer Eric Feldstein, president William Muir,
and chief financial officer Sanjiv Khattri.

"GMAC has had tremendous success -- more than $9.4 billion of net
income since the beginning of 2003 -- during a time when our
credit ratings were under pressure and our access to capital was
constrained," said Feldstein.  "This accomplishment reflects the
consistently strong operating results of our core business units
despite the funding challenges we encountered."

GMAC has established itself as the leading global auto finance
company, the largest provider of automotive extended warranty and
dealer vehicle inventory insurance, and a Top 10 participant in
real estate finance with nine consecutive years of market share
growth.  The company has a superior asset origination capability -
- more than $60 billion per year just in the auto segment -- and a
world-class servicing capability in both auto and mortgage.

"The prospects for GMAC look quite promising as we now combine our
existing business strengths with improved credit ratings, a more
competitive cost of funds, and a strengthened capital base to
support profitable growth," Feldstein said.

                 New GMAC Board of Directors Named

The company's new 13-member board was named yesterday.  The board
includes independent members as well as representatives from the
Cerberus-led consortium and GM.  Ezra Merkin, a managing partner
with Gabriel Capital Group, has been named non-executive chairman
of the GMAC Board.

Other members of the board are:

   * Walter Borst, General Motors Treasurer;

   * Frank Bruno, Cerberus Global Investments LLC President and
     Managing Director;

   * T.K. Duggan, Durham Asset Management Co-Founder;

   * Fritz Henderson, General Motors Vice Chairman and
     Chief Financial Officer;

   * Douglas Hirsch, Seneca Capital Founder and Managing Partner;

   * Michael Klein, Citigroup Chief Executive Officer,
     Global Banking;

   * Mark LaNeve, General Motors Vice President North America
     Vehicle Sales, Service and Marketing;

   * Mark Neporent, Cerberus Capital Management L.P.
     Chief Operating Officer and Senior Managing Director;

   * Seth Plattus, Cerberus Capital Management L.P.
     Chief Administrative Officer and Senior Managing Director;

   * Bob Scully, Morgan Stanley Co-President;

   * Lenard Tessler, Cerberus Capital Management L.P.
     Managing Director;

   * Rick Wagoner, General Motors Chairman and Chief Executive
     Officer;

The consortium, which will hold a 51% interest in GMAC, is
committed to a long-term investment horizon through a five-year
minimum hold period.  Cerberus has also committed to reinvest all
of its after-tax distributions into GMAC preferred stock in years
3-5 after closing.

"Cerberus Capital and the investor consortium are committed to a
long-term partnership that will bring sustained growth, diversity
of product offerings and lasting benefits to GMAC," Cerberus'
chief operating officer and senior managing director Mark Neporent
said.

"We're committed to helping GMAC compete even more effectively and
continuing its tradition of strong growth and success.  Cerberus
has great confidence and respect for the people of GMAC and we
look forward to the continued success of GMAC as an independent
company."

GMAC's capital base has been bolstered by $1.9 billion through its
issuance of preferred equity to GM ($1.4 billion) and Cerberus
($500 million).  The company's previously announced $10 billion
asset-backed facility, arranged through Citibank, will offer an
additional source of liquidity.  Strengthened by the company's new
ownership and independent governance structure, GMAC expects
improved credit ratings will lead to lower-cost funding.

"[Yester]day marks an exciting new era for GMAC.  Our improved
capital position and credit profile enable us to play offense
again," Mr. Feldstein said.

"With a global franchise spanning nearly 40 countries, and world-
class asset origination and servicing capabilities, GMAC is well
positioned to generate increasing revenue at higher returns across
all of our businesses long-term."

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the   
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 318,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                            *    *    *

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

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

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


GENERAL MOTORS: Completes $14 Bil. 51% GMAC Stake Sale to Cerberus
------------------------------------------------------------------
General Motors Corp. completed yesterday the sale of a 51%
interest in GMAC to a consortium of investors led by Cerberus FIM
Investors LLC and including wholly owned subsidiaries of Citigroup
Inc., Aozora Bank Ltd., and The PNC Financial Services Group Inc.

The transaction will preserve the mutually beneficial relationship
between GM and GMAC, while improving GMAC's access to cost-
effective funding.  In addition, the sale of the controlling
interest in GMAC will provide significant liquidity to GM that
will support its North American turnaround plan, finance global
growth initiatives, and strengthen its balance sheet.

"This has been a year of significant actions and progress for GM,
as we aggressively execute our North America turnaround plan and
position the company for long-term growth and profitability.
Successfully completing the GMAC transaction has been a key
priority for the company, and an important step to further support
GM's turnaround," GM chairman and chief executive officer Rick
Wagoner said.

"This transaction will result in a stronger GMAC, with enhanced
access to funding at lower costs and greater opportunities for
growth, including leveraging their traditionally strong
relationships with GM dealers.

"Although GMAC will have a new majority owner, GM and GMAC will
remain strategic partners through various long-term agreements.  
GM will retain a 49% ownership stake in GMAC, and the close
operating relationship between the companies will continue," Mr.
Wagoner said.

"We look forward to working with the Cerberus-led consortium as
majority owners of GMAC in the future.  All the parties are
committed to maintaining a high degree of service to our dealers
by providing the right wholesale, retail, and lease products to
support the sale of GM cars and trucks."

GM expects to receive approximately $14 billion in net cash
proceeds and distributions over three years, after repayment of
intercompany debt but before purchases of preferred equity in
GMAC.  This includes a $7.4 billion purchase price, a $2.7 billion
cash dividend from GMAC, and other transaction related cash flows
including the monetization of certain retained assets.  GM and the
Cerberus-led consortium invested $1.9 billion of cash in preferred
equity in GMAC -- $1.4 billion by GM and $500 million by the
consortium.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the   
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 318,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                            *    *    *

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

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

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


GMAC LLC: GM Sells 51% Stake to Cerberus for $14 Billion
--------------------------------------------------------
General Motors Corp. completed yesterday the sale of a 51%
interest in GMAC to a consortium of investors led by Cerberus FIM
Investors LLC and including wholly owned subsidiaries of Citigroup
Inc., Aozora Bank Ltd., and The PNC Financial Services Group Inc.

The transaction will preserve the mutually beneficial relationship
between GM and GMAC, while improving GMAC's access to cost-
effective funding.  In addition, the sale of the controlling
interest in GMAC will provide significant liquidity to GM that
will support its North American turnaround plan, finance global
growth initiatives, and strengthen its balance sheet.

"This has been a year of significant actions and progress for GM,
as we aggressively execute our North America turnaround plan and
position the company for long-term growth and profitability.
Successfully completing the GMAC transaction has been a key
priority for the company, and an important step to further support
GM's turnaround," GM chairman and chief executive officer Rick
Wagoner said.

"This transaction will result in a stronger GMAC, with enhanced
access to funding at lower costs and greater opportunities for
growth, including leveraging their traditionally strong
relationships with GM dealers.

"Although GMAC will have a new majority owner, GM and GMAC will
remain strategic partners through various long-term agreements.  
GM will retain a 49% ownership stake in GMAC, and the close
operating relationship between the companies will continue," Mr.
Wagoner said.

"We look forward to working with the Cerberus-led consortium as
majority owners of GMAC in the future.  All the parties are
committed to maintaining a high degree of service to our dealers
by providing the right wholesale, retail, and lease products to
support the sale of GM cars and trucks."

GM expects to receive approximately $14 billion in net cash
proceeds and distributions over three years, after repayment of
intercompany debt but before purchases of preferred equity in
GMAC.  This includes a $7.4 billion purchase price, a $2.7 billion
cash dividend from GMAC, and other transaction related cash flows
including the monetization of certain retained assets.  GM and the
Cerberus-led consortium invested $1.9 billion of cash in preferred
equity in GMAC -- $1.4 billion by GM and $500 million by the
consortium.

GMAC -- http://www.gmacfs.com/-- is a global financial services  
company that operates in approximately 40 countries, in auto
finance, real estate finance, commercial finance and insurance
businesses. With more than $300 billion in assets, it generated
$2.5 billion in net income in 2005, on revenue of $19.2 billion.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2006,
Standard & Poor's Ratings Services raised its ratings on GMAC LLC
to 'BB+/B-1' from 'BB/B-1' and removed them from CreditWatch,
where they were placed on Oct. 3, 2005.  S&P said the outlook is
now developing.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Moody's expects to confirm the Ba1 long-term ratings of GMAC LLC
and its subsidiaries upon the closing of GM's sale of a 51%
interest in the firm to FIM Holdings LLC, the buyer consortium led
by Cerberus Capital Management.


GMAC LLC: Releases Composition of New Board of Directors
--------------------------------------------------------
GMAC Financial Services became an independent global financial
services company after 87 years as a wholly owned subsidiary of
General Motors Corp.

GM completed yesterday the sale of a majority equity stake in GMAC
to an investment consortium led by Cerberus FIM Investors LLC and
including wholly owned subsidiaries of Citigroup Inc., Aozora Bank
Ltd., and The PNC Financial Services Group Inc.

As a result of this transaction, GMAC expects to benefit from
access to a lower cost of funds as it assumes a separate and
independent credit profile and independent governance by a new
board.

In addition, GM and GMAC have entered into 10-year agreements
under which GMAC will remain the exclusive provider of
GM-sponsored auto finance programs and will continue to provide
GM dealers and their customers with the same broad range of
financial products and services as it does today.

GMAC's existing management team will remain in place and is led by
chief executive officer Eric Feldstein, president William Muir,
and chief financial officer Sanjiv Khattri.

"GMAC has had tremendous success -- more than $9.4 billion of net
income since the beginning of 2003 -- during a time when our
credit ratings were under pressure and our access to capital was
constrained," said Feldstein.  "This accomplishment reflects the
consistently strong operating results of our core business units
despite the funding challenges we encountered."

GMAC has established itself as the leading global auto finance
company, the largest provider of automotive extended warranty and
dealer vehicle inventory insurance, and a Top 10 participant in
real estate finance with nine consecutive years of market share
growth.  The company has a superior asset origination capability -
- more than $60 billion per year just in the auto segment -- and a
world-class servicing capability in both auto and mortgage.

"The prospects for GMAC look quite promising as we now combine our
existing business strengths with improved credit ratings, a more
competitive cost of funds, and a strengthened capital base to
support profitable growth," Feldstein said.

                 New GMAC Board of Directors Named

The company's new 13-member board was named yesterday.  The board
includes independent members as well as representatives from the
Cerberus-led consortium and GM.  Ezra Merkin, a managing partner
with Gabriel Capital Group, has been named non-executive chairman
of the GMAC Board.

Other members of the board are:

   * Walter Borst, General Motors Treasurer;

   * Frank Bruno, Cerberus Global Investments LLC President and
     Managing Director;

   * T.K. Duggan, Durham Asset Management Co-Founder;

   * Fritz Henderson, General Motors Vice Chairman and
     Chief Financial Officer;

   * Douglas Hirsch, Seneca Capital Founder and Managing Partner;

   * Michael Klein, Citigroup Chief Executive Officer,
     Global Banking;

   * Mark LaNeve, General Motors Vice President North America
     Vehicle Sales, Service and Marketing;

   * Mark Neporent, Cerberus Capital Management L.P.
     Chief Operating Officer and Senior Managing Director;

   * Seth Plattus, Cerberus Capital Management L.P.
     Chief Administrative Officer and Senior Managing Director;

   * Bob Scully, Morgan Stanley Co-President;

   * Lenard Tessler, Cerberus Capital Management L.P.
     Managing Director;

   * Rick Wagoner, General Motors Chairman and Chief Executive
     Officer;

The consortium, which will hold a 51% interest in GMAC, is
committed to a long-term investment horizon through a five-year
minimum hold period.  Cerberus has also committed to reinvest all
of its after-tax distributions into GMAC preferred stock in years
3-5 after closing.

"Cerberus Capital and the investor consortium are committed to a
long-term partnership that will bring sustained growth, diversity
of product offerings and lasting benefits to GMAC," Cerberus'
chief operating officer and senior managing director Mark Neporent
said.

"We're committed to helping GMAC compete even more effectively and
continuing its tradition of strong growth and success.  Cerberus
has great confidence and respect for the people of GMAC and we
look forward to the continued success of GMAC as an independent
company."

GMAC's capital base has been bolstered by $1.9 billion through its
issuance of preferred equity to GM ($1.4 billion) and Cerberus
($500 million).  The company's previously announced $10 billion
asset-backed facility, arranged through Citibank, will offer an
additional source of liquidity.  Strengthened by the company's new
ownership and independent governance structure, GMAC expects
improved credit ratings will lead to lower-cost funding.

"[Yester]day marks an exciting new era for GMAC.  Our improved
capital position and credit profile enable us to play offense
again," Mr. Feldstein said.

"With a global franchise spanning nearly 40 countries, and world-
class asset origination and servicing capabilities, GMAC is well
positioned to generate increasing revenue at higher returns across
all of our businesses long-term."

GMAC -- http://www.gmacfs.com/-- is a global financial services  
company that operates in approximately 40 countries, in auto
finance, real estate finance, commercial finance and insurance
businesses. With more than $300 billion in assets, it generated
$2.5 billion in net income in 2005, on revenue of $19.2 billion.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2006,
Standard & Poor's Ratings Services raised its ratings on GMAC LLC
to 'BB+/B-1' from 'BB/B-1' and removed them from CreditWatch,
where they were placed on Oct. 3, 2005.  S&P said the outlook is
now developing.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Moody's expects to confirm the Ba1 long-term ratings of GMAC LLC
and its subsidiaries upon the closing of GM's sale of a 51%
interest in the firm to FIM Holdings LLC, the buyer consortium led
by Cerberus Capital Management.


GSV INC: Posts $29,772 Net Loss in Quarter Ended September 30
-------------------------------------------------------------
GSV Inc. reported a $29,772 net loss on revenues of $94,869 for
the quarter ended Sept. 30, 2006, compared with a $84,936 net loss
on $150,030 of revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $2.7 million
in total assets, $996,769 in total liabilities, and $1.7 million
in total stockholders' equity.  Additionally, at Sept. 30, 2006,
accumulated deficit stood at $38.76 million.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $173,750 in total current assets available
to pay $440,520 in total current liabilities.

The company posted a lower net loss in the third quarter of 2006
primarily due to lower general and administrative expenses and
lower interest expenses in the third quarter of 2006 compared to
the same period in 2005.

Revenues for the quarter ended Sept. 30, 2006, decreased due to a
temporary suspension of production from the two Louisiana wells.  
Production from the wells was suspended temporarily on or about
Feb. 9, 2006, because the water level had risen in one of the
wells.  On May 8, 2006 work to recomplete the wells in a different
sand zone was completed and production was restarted.  The
company's share of the costs of recompletion, which was about
$70,300, was deducted from the royalty payments received from the
operator.

General and administrative expenses decreased by $97,865, to
$110,406 in the quarter ended Sept. 30, 2006 from $208,271 in the
quarter ended Sept. 30, 2005, primarily as a result of the
decrease in depletion.

Interest expense decreased by $12,461 to $14,234 for the current
quarter from $26,695 for the corresponding period of the preceding
year due to the accrual in the quarter ended Sept. 30,  2005, of
interest and penalties owed in connection with the settlement with
116 Newark Avenue Corporation.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at: http://researcharchives.com/t/s?160c

                        Going Concern Doubt

Comiskey & Company P.C. expressed substantial doubt about GSV
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements et for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
substantial operating losses and negligible working capital at
Dec. 31, 2005.

                           About GSV Inc.

Based in Westport, Conn., GSV, Inc. -- http://www.gsv.com/-- is  
an oil and gas exploration company. Through its subsidiary,
Century Royalty LLC, the company holds interests in certain oil
and gas properties in Texas and Louisiana.  The company recently
acquired ownership participation in a number of oil and gas
prospects in Texas.


GVI SECURITY: Sept. 30 Balance Sheet Upside-Down by $4.5 Million
----------------------------------------------------------------
GVI Security Solutions Inc. reported a $2.99 million net loss on
$10.07 million of revenues for the quarter ended Sept. 30, 2006,
compared with a $2.59 million net loss on $10.94 million of
revenues for the same period in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$12.5 million in total assets and $17.02 million in total
liabilities, resulting in a total stockholders' deficit of
$4.52 million.  Additionally, accumulated deficit at Sept. 30,
2006, stood at $28.27 million.

The increase in net loss in primarily due to the decrease
in revenues, the increase in cost of goods sold, and the
approximately $1 million impairment costs associated with the
Raport product line, offset by income from discontinued operations
of approximately $576,000 in the third quarter of 2006.

Net revenues decreased approximately $869,000 to $10.07 million in
the three months ended Sept. 30, 2006 from $10.94 million in the
three months ended Sept. 30, 2005.  The decrease was attributable
to a decrease of approximately $350,000 in sales of professional
products and a decrease of $565,000 in enterprise solutions
revenues.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at: http://researcharchives.com/t/s?1614

                        Going Concern Doubt

Mercadien PC in Hamilton, New Jersey, raised substantial doubt
about GVI Security Solutions, Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2005.  The auditor pointed to the
company's recurring losses and negative cash flows.

                   About GVI Security Solutions

Headquartered in Carollton, Texas, GVI Security Solutions Inc. --
http://www.gviss.com/-- provides video surveillance security  
solutions to the homeland security, institutional and commercial
market segments. The company offers a full suite of video
surveillance and integrated security solutions which enable
intelligent video surveillance. GVI offers its products and
services through local, regional, and national system integrators
and distributors in the North and South America and operates sales
and distribution centers in Dallas, Texas, Mexico City, Mexico,
Sao Paulo, Brazil, and Bogota, Colombia.


HERBST GAMING: Moody's Rates New $875MM Sr. Bank Facility at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3, LGD3 rating to Herbst
Gaming, Inc's new $875 million senior secured bank facility which
is comprised of a $175 million revolver, $375 million term loan B,
and $325 million delay draw term loan B.

Moody's also affirmed Herbst's B1 corporate family rating, B1
probability of default rating, and B3/LGD5 senior subordinated
debt.

The ratings outlook is stable.

The new bank facility, which is substantially larger then the
company's existing $275 million secured bank facility, was rated
two notches lower than the company's existing bank facility.  
Proceeds from the new facility will be used to fund the
$400 million acquisition of Primm Valley Resorts that is expected
to close in the first quarter of 2007, and the $150 million Sands
Regent acquisition that is expected to close by the end of 2006.  
The rating on the existing bank facility will be withdrawn once
the new bank facility takes effect.

Herbst's B1 corporate family rating and stable ratings outlook
consider that pro forma debt/EBITDA is about 6x, and not expected
to improve materially over the next 18-24 month period.  Longer-
term, however, ratings improvement is possible given the company's
increased asset size and continued low regulatory risk profile.  
Debt/EBITDA improvement to approximately 5x could result in an
upgrade.

Moody's prior rating action related to Herbst occurred on Nov. 1,
2006 after the report that the company entered into an agreement
with MGM Mirage whereby MGM Mirage will sell its Buffalo Bill's,
Primm Valley and Whiskey Pete's hotel-casinos located in Primm,
Nevada, to Herbst for $400 million.

Herbst Gaming, Inc. is an established slot route operator in
Nevada with over 7,200 slot machines and owns and currently
operates eight casinos in Nevada, Missouri and Iowa.  Net revenues
for the latest 12-month period ended Sep. 30, 2006 were $562
million.


HI-LIFT OF NEW YORK: Ted Berkowitz to Oversee IAM Fund Mediation
----------------------------------------------------------------
Hi-Lift of New York Inc., its affiliate, TMR Realty Inc., and IAM
National Pension Fund have selected Ted A. Berkowitz, Esq., to
serve as mediator in a court-approved mediation proceeding between
them.

The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York has scheduled the mediation for
Nov. 28, 2006, or Dec. 14, 2006.  However, there is no limit to
the number of mediation sessions the parties may conduct.  The
mediation will take place at Mr. Berkowitz's offices at Farrell
Fritz, in New York City.

The fund filed suit against the Debtors in April 2004 in the
United States District Court for the District of Columbia to
collect approximately $8.27 million of prepetition withdrawal
liabilities against the Debtors.  

The District Court granted the Fund's motion for summary judgment
in March this year and awarded judgment to the Fund in the amount
of $8.27 million plus interest and other damages and reasonable
attorney's fees.

The Debtors subsequently filed a notice of appeal with the
Columbia District Court.  The Debtors also asked the Bankruptcy
Court to lift the automatic stay so they can proceed with an
appeal.

The Fund argued that the Debtor's actions violate the automatic
stay and that granting the motion will only serve to increase the
administrative costs to the estate to the detriment of general
unsecured creditors.

Lowenstein Sandler PC and O'Donoghue & O'Donoghue LLP serve as
counsel to the Fund.

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


IMAX CORPORATION: Moody's Affirms Caa1 Senior Notes Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
for IMAX Corporation, as well as the Caa1 rating on its senior
notes.

The outlook remains stable.

The B3 corporate family rating incorporates the lack of visibility
regarding its long term cash flow prospects and high financial
risk, offset by adequate liquidity from balance sheet cash and its
revolving credit facility, a highly enforceable backlog of signed
contracts, and the value of the IMAX brand.

Summary of ratings:

   * Imax Corporation

     -- B3 Corporate Family Rating
     -- B3 Probability of Default Rating
     -- Caa1 Senior Notes rating, LGD 4, 58%
     -- Stable Outlook

The stable outlook assumes that IMAX will maintain liquidity of at
least $30 million through the combination of balance sheet cash
and availability under its $40 million revolving credit facility.  
The stable outlook also anticipates a reversal of the
deteriorating free cash flow trend and an improvement in revenue
and cash flow from the depressed levels of the Sept. 2006 quarter.

IMAX Corporation specializes in large-format and three-dimensional
film presentation; the company typically leases or sells its
projection and sound systems, and licenses the use of its
trademarks.  With annual revenue of approximately $150 million,
IMAX maintains headquarters in Mississauga, Ontario, Canada.


INDIAN CREEK: Disclosure Statement Hearing Continued to January 22
------------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California will continue a hearing at
10:45 a.m., on Jan. 22, 2007, to consider the adequacy of the
disclosure statement explaining Indian Creek Vineyard Estates
LLC's chapter 11 plan of reorganization.

                      Overview of the Plan

As reported in the Troubled Company Reporter on Oct. 10, 2006,
the Debtor told the Court that its plan provides for the
repayment of claims from a refinancing on the real property it
owns consisting of approximately 582 acres in Carmel Valley,
California.  The Debtor said that this refinancing will allow it
to retire all debt in full upon Court approval of the loan.

The Debtor disclosed that it has been successful in obtaining a
commitment to fund the refinancing with a loan brokered by
Remington Financial Group Inc. for a new loan in an amount
needed to take out existing debt plus provide for needed
improvements, subject to the acceptance of an updated appraisal of
the property.  The loan, in a maximum amount of $10.8 million is
the source of funds, which will allow the Debtor to repay all debt
and fund the monetary requirements of a individual share purchase
agreement between John Duval and Richard Smith.

The Plan also provides that upon confirmation, the Reorganized
Debtor shall make full distribution on claims not previously paid
directly from escrow, following Court approval.  Creditors shall
be paid from the Distribution Fund once it is funded by the new
loan.

                     Treatment of Claims

Under the Plan, Administrative Expenses will be paid in full.

The Secured Claim of Bridge Capital will be paid from the
refinancing of the real property held by the Debtor.  The allowed
claim will be paid directly from escrow following Court approval
of the proposed loan.

The Secured Claim of First Hawaiian Bank will be paid from the
Distribution Fund following approval of the loan refinancing the
property.  First Hawaiian will retain its pre-petition security
position and collateral pending payoff of the loan from the
Distribution Fund and will release all security and the personal
guaranties upon payment, in full, of its allowed secured claim.

The Secured Claim of the County of Monterey for real property tax
obligations will be paid directly from the escrow for the
refinancing of the real property following Court approval of the
proposed loan.

Unsecured creditors will be paid in full, from the Distribution
Fund upon Court approval of the refinancing loan and funding.  No
payment shall be made on account of the claims of John Duval until
the payment under the share sale agreement has been made to
Richard Smith.

The existing equity interest of the members will remain subject
to the terms of a share sale agreement between John Duval and
Richard Smith, whereby upon payment of an agreed sum, Mr. Smith
will assign his membership interest to Mr. Duval.  Mr. Duval will
be the remaining member of the Reorganized Debtor after
confirmation and after Mr. Smith's payoff of amounts due under the
Agreement.

Headquartered in Carmel Valley, California, Indian Creek Vineyard
Estates, LLC, filed for chapter 11 protection on June 14, 2006
(Bankr. N.D. Ca. Case No. 06-51053).  Henry B. Niles, Esq.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's bankruptcy proceedings.  The Debtor's schedules show
total assets of $17,011,000 and total debts of $6,868,740.


INTERSTATE BAKERIES: Rejection of Four Real Property Leases Okayed
------------------------------------------------------------------
The Honorable Jerry Venters of the U.S. Bankruptcy Court for the
Western District of Missouri authorized Interstate Bakeries Corp.
and its debtor-affiliates to reject four real property leases:

                                                     Rejection
Landlord                     Location                  Date
--------                     --------                ---------
Black Brothers Rental        Harrisonburg, Virginia  11/09/2006
Drive by Investments         North Liberty, Iowa     10/19/2006
Sushma & Satya Pal Jandial   Artesia, California     10/19/2006
Heritage Investments         N. Las Vegas, Nevada    10/19/2006

As reported in the Troubled Company Reporter on Nov. 13, 2006, the
Debtors said that by rejecting each real property lease, they will
avoid incurring unnecessary administrative charges for rent and
other charges and repair and restoration of each of the premises
that provide no tangible benefit to the Debtors' estates and will
play no part in the Debtors' future operations.

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
Sept. 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% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


IXIS ABS: Moody's Puts Ba1 Rating on $8 Million Class B-2L Notes
----------------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by IXIS
ABS CDO 3 Ltd.

These ratings were assigned:

   -- Aaa to the Class A-1LA Investor Swap;

   -- Aaa to $16,000,000 Class X Notes Due December 2013;

   -- Aaa to $76,000,000 Class A-1LB Floating Rate Notes Due
      December 2046;

   -- Aa2 to $28,000,000 Class A-2L Floating Rate Notes Due
      December 2046;

   -- A2 to $30,000,000 Class A-3L Floating Rate Notes Due
      December 2046;

   -- Baa2 to $22,000,000 Class B-1L Floating Rate Notes Due
      December 2046; and

   -- Ba1 to $8,000,000 Class B-2L Floating Rate Notes Due
      December 2046.

Moody's ratings address the ultimate cash receipt of all required
interest and principal payments as provided by the governing
documents, and is based on the expected loss posed to the
noteholders relative to the promise of receiving the present value
of such payments.  This transaction is managed by IXIS Securities
North America Inc.


LENOX HEALTHCARE: Court OKs Obermayer Rebmann as Trustee's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Charles M. Golden, Esq., the Chapter 7 Trustee appointed in Lenox
Healthcare Inc. and its debtor-affiliates' cases, to employ
Obermayer Rebmann Maxwell & Hippel LLP as his counsel.

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Edmond M. George, Esq., a partner at Obermayer Rebmann, told the
Court that although the chapter 7 trustee is a member of the firm,
Mr. Golden will not be providing legal services pursuant to this
engagement.

Obermayer Rebmann will:

    a) provide the Chapter 7 Trustee with legal advice with
       respect to his powers and duties;

    b) review proofs of claims and filing appropriate objections
       if necessary;

    c) perform all other legal services for the Chapter 7 Trustee
       which may be necessary; and

    d) other and further services as the Chapter 7 Trustee may
       from time to time request in the exercise of his business
       judgment.

The Chapter 7 Trustee told the Court that the hourly rate of the
firm's attorneys ranges from $250 to $500.  Paralegals at the firm
will bill at $110 per hour.

Mr. George assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Lenox Healthcare, Inc., then one of the leading health care
providers in the United States, filed for chapter 11 protection on
July 10, 2001 (Bankr. D. Del. Case No. 01-2288).  The company's
operations have ceased.  On July 27, 2001, the Court appointed
Charles M. Golden as Chapter 11 Trustee to oversee the transition
of the Debtors' businesses to their secured creditors and lessors
and wind up their estates.


LEVITZ HOME: Wants Six Affiliates' Chapter 11 Cases Dismissed
-------------------------------------------------------------
Debtors Levitz Furniture Corp. and Seaman Furniture Company Inc.
ask the U.S. Bankruptcy Court for the Southern District of New
York to enter a ruling dismissing the chapter 11 cases of their
six non-operating Debtor subsidiaries:

   (1) Levitz Furniture Company of Delaware Inc.,
   (2) John M. Smyth Company,
   (3) Levitz Shopping Service Inc.,
   (4) Seaman Furniture Company of Union Square Inc.,
   (5) Paralax Development Industries Inc., and
   (6) RHM Inc.

The Sale Order authorized the sale and transfer of all Levitz Home
Furnishings Inc. and its debtor-affiliates' rights to designate
the ultimate assignee of all of their right, title, and interest
in and to certain nonresidential real property leases through May
31, 2006.  As of Nov. 27, 2006, substantially all of the Debtors'
Leases have been either assumed and assigned or rejected, and the
Court has entered a ruling extending the Lease Designation
Deadline for the remaining Leases.

The Sale Order also required the Debtors to distribute sale
proceeds in accordance with the terms of the sale agreement,
Nicholas M. Miller, Esq., at Jones Day, in New York, relates.
Mr. Miller notes that the sale proceeds were insufficient to
satisfy all of the Debtors' obligations under the DIP Facility.

Accordingly, in the absence of an agreement with PLVTZ LLC
regarding the treatment of its remaining super priority
administrative claim, the Debtors will be unable to confirm a plan
of reorganization in their Chapter 11 cases, Mr. Miller says.  He
adds that the Debtors are currently addressing various post-sale
and winddown issues.

Mr. Miller also notes that as a result of the Sale Order, the
estate does not have any cash on hand, but PLVTZ and the Pride
Capital Group, doing-business-as Great American Group, have an
ongoing obligation to pay certain winddown expenses.

Consistent with the Sale Order and the resulting transition of
substantially all of the Debtors' assets and business operations
to the Purchasers, the Debtors sought and obtained the Court's
order authorizing them to engage Walker, Truesdell & Associates
Inc. as their winddown officer pursuant to the terms of an
agreement between the Debtors and Walker Truesdell dated
Jan. 12, 2006.

Among other things, the Walker Truesdell Retention Agreement
called for Walker Truesdell to "[m]erge or dissolve Levitz's
domestic and foreign subsidiaries" and "[a]ttempt to arrange a
structured dismissal or other resolution of the Debtors'
chapter 11 case without the need for a plan of reorganization."

According to Mr. Miller, Walker Truesdell has worked to effectuate
the merger or dissolution of the six Dissolved Debtor entities.

Mr. Miller asserts that Section 1112(b) provides, in relevant
part, that a party may request the Court, after notice and a
hearing, to dismiss a Chapter 11 case for cause.  He explains that
"cause" includes the "inability to effectuate a plan."

Mr. Miller further contends that the Dissolved Debtors are unable
to confirm a Plan under the Bankruptcy Code because the Dissolved
Debtors' estates are administratively insolvent, as they do not
have sufficient funds to pay the super priority DIP Facility
claims in full.  In addition, Mr. Miller continues, the Dissolved
Debtors already have been merged or dissolved pursuant to state
law.  Dismissal of the Dissolved Debtors' Chapter 11 cases will
eliminate the accrual of any further quarterly fees to Deirdre A.
Martini, the United States Trustee for Region 2 -- which no longer
serve any useful purpose.

Moreover, the Requesting Debtors submit that they have consulted
with the relevant parties-in-interest, including the U.S. Trustee,
the Official Committee of Unsecured Creditors and the Purchasers,
and they have all indicated that they have no objection to the
request.

Responses and objections to the request must be submitted in
writing by not later than Dec. 11, 2006.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- retails furniture in the  
United States with 121 locations in major metropolitan areas
principally the Northeast and on the West Coast of the United
States.  The Company and its 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case No.
05-45189).  David G. Heiman, Esq., and Richard Engman, Esq., at
Jones Day, represent the Debtors.  When the Debtors filed for
protection from their creditors, they reported $245 million in
assets and $456 million in debts.  Jay R. Indyke, Esq., at Kronish
Lieb Weiner & Hellman LLP represents the Official Committee of
Unsecured Creditors.  Levitz sold substantially all of its assets
to Prentice Capital on Dec. 19, 2005.  (Levitz Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


LEXINGTON RESOURCES: Posts $27,854 Net Loss in 2006 Third Quarter
-----------------------------------------------------------------
Lexington Resources Inc. reported a $27,854 net loss on $991,672
of revenues for the quarter ended Sept. 30, 2006, compared to a
$4.64 million net loss on $137,458 of revenues for the same period
in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$22.16 million in total assets, $9.8 million in total liabilities,
and $12.36 million in total stockholders' equity.  Additionally,
accumulated deficit at Sept. 30, 2006, stood at $19.98 million.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.84 million in total current assets
available to pay $7.11 million in total current liabilities.

The decrease in net loss during the three-month period ended
Sept. 30, 2006, compared to the three-month period ended Sept. 30,
2005 is attributable primarily to the decrease in consulting-stock
based compensation relating to the valuation of stock options
granted to the company's officers/directors and consultants, the
decrease in amounts recorded for interest and finance fees and the
increase in gain on derivative liabilities.

The increase in revenue in the third quarter of 2006 compared to
the same period in 2005 resulted primarily from drilling and well
services revenue in the amount of $838,309 from Oak Hills
providing third party drilling and well services and, to a smaller
degree, the sale of gas in the amount of $153,363 produced from
company well interests.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at: http://researcharchives.com/t/s?1616

                        Going Concern Doubt

Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, in
Vancouver, Canada, raised substantial doubt about Lexington
Resources, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2005, and 2004.  The auditor pointed to the
company's significant losses since inception and need for
additional financing.

Lexington Resources, Inc. (OTCBB: LXRS) (FSE: LXR) (BER: LXR)
(WKN: AOBKLP) -- http://www.lexingtonresources.com/-- acquires   
and develops oil and natural gas properties in the United States.  
The company owns a 590 gross acre section of farm-out acreage in
Pittsburg County, Oklahoma for the development and production of
coal bed methane gas known as the Wagnon Property.  The company is
producing gas from four wells drilled on the Wagnon Property.  
Lexington has a 53.2% back-in working interest in each of the
wells.  Its current operational focus is gas development
initiatives in the Arkoma Basin, Oklahoma, and the Fort Worth
Basin, in Dallas, Texas.


LIFESTREAM TECHNOLOGIES: To Sell All Assets Under Chapter 11
------------------------------------------------------------
Lifestream Technologies, Inc., filed Wednesday, a petition for
protection under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Nevada.

The Company remains in possession of its assets and properties,
and continues to operate its business pursuant to Sections 1107(a)
and 1108 of the Bankruptcy Code.

A copy of the Debtor's case summary was published in the Troubled
Company Reporter on Nov. 30, 2006.  

In connection with the bankruptcy filing, the Debtor discloses
that it entered, on Nov. 27, 2006, into an asset purchase
agreement with Polymer Technology Systems, Inc. to sell
substantially all of its assets for $750,000, subject to higher
and better offers.

To consummate the sale, the Debtor has filed a motion pursuant to
Section 363(f) of the Bankruptcy Code to seek Court approval for
sale of the assets.  The Company believes that after the sale it
is unlikely that any assets will remain for distribution to the
common shareholders.

Headquartered in Post Falls, Idaho, Lifestream Technologies, Inc.,
(OTCBB:LFTC) designs, markets and sells medical testing products.  
The Company filed for chapter 11 protection on Nov. 29, 2006
(Bankr. D. Nev. Case No. 06-13589).  James B. Macrobbie, Esq., and
Paul Trimmer, Esq., at DLA Piper US LLP, represent the Debtor.  At
Sept. 30, 2006, the Debtor had total assets of $571,396 and total
debts of $4,930,248.


LOCHSONG LTD: Moody's Puts Ba1 Rating on $4.5 Mil. Class E Notes
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to the Senior
Swap and the Notes issued by Lochsong, Ltd.

   * Aaa to the $12,100,000 Class S Floating Rate Notes Due 2010;

   * Aaa to the $1,032,000,000 Notional Outstanding Amount Senior
     Swap;

   * Aaa to the $18,000,000 Class A Floating Rate Notes Due 2046;

   * Aa2 to the $78,000,000 Class B Floating Rate Notes Due 2046;

   * A2 to the $24,000,000 Class C Floating Rate Deferrable Notes
     Due 2046;

   * Baa2 to the $27,000,000 Class D Floating Rate Deferrable
     Notes Due 2046; and

   * Ba1 to the $4,500,000 Class E Floating Rate Deferrable Notes
     Due 2046.

The Moody's ratings of the Notes address the ultimate cash receipt
of all interest and principal payments required by the
transaction's governing documents and are based on the expected
loss posed to the holders relative to the promise of their
receiving the present value of such payments.  

Moody's rating of the Senior Swap addresses the likelihood that,
and extent to which, the swap counterparty (a) would receive the
swap premium and (b) would suffer losses resulting from Credit
Events on the reference portfolio.

The ratings are also based upon the transaction's legal structure
and the characteristics of the reference pool, which primarily
consists of synthetic exposures to Residential mortgage-backed
securities, Asset-backed collateralized debt obligations,
Commercial real estate collateralized debt obligations and
Collateralized loan obligations.  The reference pool is completely
static.


LUCENT TECHNOLOGIES: Amends Solicitation Statement with Alcatel
---------------------------------------------------------------
Alcatel S.A. and Lucent Technologies Inc. amended their joint
solicitation statement/prospectus, dated Nov. 14, 2006.  

Under the amended terms, Lucent will pay a one-time consent fee
only to holders of its 2.75% Series A Convertible Senior
Debentures due 2023 and 2.75% Series B Convertible Senior
Debentures due 2025 who consent to the terms of the joint consent
solicitation.  

For each $1,000 in principal amount of each series of debentures
for which consents are received, consenting holders will receive
the product of $7.50 multiplied by a fraction, the numerator of
which is the aggregate principal amount of debentures of each
series outstanding on the expiration date, as defined below, and
the denominator of which is the aggregate principal amount of
debentures of each series for which Alcatel and Lucent received
and accepted consents.

In addition, Alcatel and Lucent have extended the expiration date
of the revised joint consent solicitation until 5 p.m.  Eastern
Standard Time on Friday, Dec. 1.  All holders of the debentures
who have previously delivered consents do not need to redeliver
such consents, although they must sign certain tax forms to
receive the consent fee without U.S. federal backup withholding.

Alcatel has filed a supplement to the joint solicitation
statement/prospectus, which reflects the aforementioned changes.  
Alcatel and Lucent advise all holders of the debentures to review
the section entitled "U.S. Federal Income Tax Considerations,"
which has been amended and restated to reflect important
considerations respecting the U.S. federal income tax consequences
of the consent solicitation as it is currently structured.

All other terms of the joint consent solicitation
statement/prospectus, dated Nov. 14, remain applicable, including
Alcatel's obligation to provide its full and unconditional
guaranty, which is unsecured and subordinated to senior debt,
regardless of whether a holder delivered a consent prior to the
expiration date.

Holders of the debentures can obtain copies of the supplement to
the consent solicitation statement/prospectus from:

         D.F. King & Co.
         Information Agent
         Tel: +1 (888) 887-0082 (U.S. toll-free)
              +1 (212) 269-5550 (for banks and brokers)

Bear, Stearns & Co. Inc. is acting as the Solicitation Agent for
the consent solicitation and can be contacted at +1 (877) 696-BEAR
(toll-free).

                         About Alcatel

Headquartered in Paris, France, Alcatel S.A. (Paris: CGEP.PA and
NYSE: ALA) -- http://www.alcatel.com/-- provides communications
solutions to telecommunication carriers, Internet service
providers and enterprises for delivery of voice, data and video
applications to their customers or employees.  Alcatel brings
its leading position in fixed and mobile broadband networks,
applications and services, to help its partners and customers
build a user-centric broadband world.  With sales of EUR13.1
billion and 58,000 employees in 2005, Alcatel operates in more
than 130 countries.

                   About Lucent Technologies

Headquartered in Murray Hill, New Jersey, Lucent Technologies
(NYSE: LU) -- http://www.lucent.com/-- designs and delivers the
systems, services and software that drive next-generation
communications networks.  Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better
manage their networks.  Lucent's customer base includes
communications service providers, governments and enterprises
worldwide.

Lucent also operates in Austria, Belgium, China, Czech republic,
Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil,
CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden,
Switzerland, Russia, and the United Kingdom.

                           *     *     *

Standard & Poor's Ratings Services' 'BB' long-term corporate
credit rating on France-based Alcatel and its 'B' long-term
corporate credit rating on U.S.-based Lucent Technologies Inc.
remain on CreditWatch with negative and positive implications,
respectively, where they were placed on March 24 on news of the
two telecom equipment makers' plans to merge.

As reported in the Troubled Company Reporter on April 7, Moody's
Investors Service placed Lucent Technologies, Inc.'s B1 corporate
family rating, B1 senior unsecured rating, B3 subordinated rating,
and B3 trust preferred rating under review for possible upgrade
following the company's announcement of a definitive merger
agreement with Alcatel.


MARATHON STRUCTURED: Moody's Rates $17 Mil. Class E Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Marathon Structured Finance CDO I, Ltd.:

   * Aaa to $30,000,000 Class A-1 Floating Rate Delayed Draw Notes
     Due 2046;

   * Aaa to $128,000,000 Class A-1 Floating Rate Term Notes Due
     2046;

   * Aaa to $18,000,000 Class A-2 Floating Rate Notes Due 2046;

   * Aa2 to $63,000,000 Class B Floating Rate Notes Due 2046;

   * A2 to $15,000,000 Class C Deferrable Floating Rate Notes Due
     2046;

   * Baa2 to $22,900,000 Class D Deferrable Floating Rate Notes
     Due 2046; and

   * Ba2 to $17,000,000 Class E Deferrable Floating Rate Notes Due
     2046.

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

The ratings are based upon the transaction's legal structure and
the characteristics of the underlying collateral pool.

Marathon Asset Management LLC will serve as the Collateral Manager
for the transaction.


MARCAL PAPER: Liquidity Pressures Prompts Bankruptcy Filing
-----------------------------------------------------------
Marcal Paper Mills, Inc., filed Thursday, a voluntary petition
under Chapter 11 of the Federal Bankruptcy Code in the U.S.
Bankruptcy Court for the District of New Jersey.

The company says it has sufficient funds to continue its normal
business operations, including on-going employee, supplier and
customer obligations.

Despite ongoing negotiations with the company's energy suppliers,
the cost of natural gas, electricity and steam that it uses in the
production process has risen 40% over the past 12 months.  Company
Chairman and CEO Nicholas Marcalus said, "The price increases in
energy have proven to be immensely difficult.  Demands by our
lenders created liquidity pressures which caused the company to
file for the continued restructuring under Chapter 11."

Marcal has sufficient liquidity to operate and normalize relations
with its vendors in order to ensure timely service and merchandise
flow to its customers, which include leaders in the supermarket,
hospitality, office supply and restaurant industries.  The company
anticipates continued support from its suppliers and customers as
it pursues alternatives for reorganizing under Chapter 11.

"Dramatic increases in the cost of energy over the past year
contributed to the liquidity issues that precipitated our filing
for Chapter 11 protection," said Mr. Marcalus.  "This strategic
restructuring will allow our management team to focus efforts on
improving our capital structure in order to restore the company to
health and position us for the future.  The restructuring also
ensures that we address our immediate liquidity concerns, so that
we can maintain critical supplier and customer relationships."

During the past several years, Marcal has made significant capital
investments in manufacturing equipment and operates state-of-the-
art facilities in New Jersey and Illinois.  As part of the
restructuring process, management will conduct a rigorous
evaluation of the company's financial structure and operations to
identify and maximize cost-saving opportunities.

Mr. Marcalus, grandson of the founder of the family-owned
business, added, "We believe that the decision to file, although
difficult, was in the best long-term interest of our company,
employees, customers, vendors and other valued business partners.  
We plan to take advantage of the opportunities presented by this
restructuring to address both our financial and operational issues
in order to position the company for long-term success."

Marcal, founded in 1932, is a privately-held, fourth generation
family business.  It employs over 900 people in its Elmwood Park,
New Jersey and Chicago, Illinois manufacturing operations.  The
company produces over 160,000 tons of finished paper products,
including bath tissue, kitchen towels, napkins and facial tissue,
distributed to retail outlets for home consumption and to
distributors for away-from-home use in hotels, restaurants,
hospitals offices and factories.  For over fifty years, Marcal has
been a leader in recycling recovered paper as a source of high-
grade cellulose fiber for manufacturing tissue products.  Each
year, Marcal recycles over 200,000 tons of recovered paper.
Marcal's slogan, "Paper from Paper, Not from Trees,"(R) symbolizes
the commitment of the company to sustainable manufacturing.


MARCAL PAPER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Marcal Paper Mills, Inc.
        1 Market Street
        Elmwood Park, NJ 07407

Bankruptcy Case No.: 06-21886

Type of Business: The Debtor produces over 160,000 tons of
                  finished paper products, including bath tissue,
                  kitchen towels, napkins and facial tissue,
                  distributed to retail outlets for home
                  consumption and to distributors for away-from-
                  home use in hotels, restaurants, hospitals
                  offices and factories.

                  Marcal, founded in 1932, is a privately-held,
                  fourth generation family business.  It employs
                  over 900 people in its Elmwood Park, New Jersey
                  and Chicago, Illinois manufacturing operations.
                  See http://www.marcalpaper.com/

Chapter 11 Petition Date: November 30, 2006

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Gerald H. Gline, Esq.
                  Michael D. Sirota, Esq.
                  Cole, Schotz, Meisel, Forman & Leonard
                  25 Main St.
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  Fax: (201) 489-1536

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Nature of Claim
   ------                              ---------------
Dixie Pulp & Paper Inc.                     $3,864,308
P.O. Box 20204
Tuscaloosa, AL 35402

Newpage Corporation                         $2,487,194
22316 Network Place
Chicago, IL 60673

Hess Corporation                            $1,734,925
P.O. Box 905243
Charlotte, NC 28290

K.C. International                          $1,717,208
1608 Route 88 West Suite 301
Brick, NJ 08724

Southern Container                          $1,530,617
P.O. Box 9049
Smithtown, NY 11787

Ashland Specialty Chemical                  $1,297,195
Drew Industrial
P.O. Box 102433
Atlanta, GA 30368

Sempra Energy Solutions                     $1,288,447
101 Ash Street
San Diego, CA 92101

Public Service Electric & Gas                 $947,952
P.O. Box 14101
New Brunswick, NJ 08906

Henkel Adhesives                              $889,875
P.O. Box 101369
Atlanta, GA 30392

Rapid Processing, LLC                         $870,540
860 Humboldt Street
Brooklyn, NY 11222

Malnove Inc. of Florida                       $837,951
P.O. Box 535001
Atlanta, GA 30353

Atlantic Coast Fibers Inc.                    $682,263
Marketing Division
101 7th Street
Passaic, NJ 07055

Roxcel Deutsche Bank                          $654,199
Lockbox 13386
515 Union Blvd.
Totowa, NJ 07512

Tribeca Recycling Corp.                       $581,683
c/o Bushoven & Co.
317 Godwin Ave.
Midland Park, NJ 07432

Sonoco Canada Corporation                     $489,756
7720 Collection Center Drive
Chicago, IL 60693

Viking Fibres Inc.                            $475,486
Neshaminy Plaza II
3070 Bristol Pike Suite 222
Bensalem, PA 19020

Burrows Paper Corporation                     $441,566
13434 Collections Center Dr.
Chicago, IL 60693

Cellu Tissue Holdings, Inc.                   $435,511
P.O. Box 533147
Atlanta, GA 30353

GH Manufacturing                              $363,843
101 Petrie Place
Belleville Ontario K8n
5t3 Canada

Deerfield Specialty Paper                     $362,251
P.O. Box 845993
Boston, MA 02284


MERIDIAN AUTOMOTIVE: Three Parties Object to Fourth Amended Plan
----------------------------------------------------------------
JSP Mold LLC, The Dow Chemical Company, and Visteon Corp. filed
objections with the U.S. Bankruptcy Court for the District of
Delaware to Meridian Automotive Systems Inc. and its debtor-
affiliates' fourth amended joint plan of reorganization.

                          JSP Mold LLC

The Debtors are in possession of certain tooling manufactured by
JSP Mold, LLC, Thomas G. Whalen, Jr., Esq., at Stevens & Lee,
P.C., in Wilmington, Delaware, relates.  JSP Mold has taken all
steps necessary under applicable Michigan law to obtain and
perfect a moldbuilders lien on the Tooling.

The Debtors' Fourth Amended Joint Plan of Reorganization provides
that on the Effective Date, all liens on property of the estate
will be divested, Mr. Whalen notes.

JSP Mold thus asks the Court to clarify in the Plan Confirmation
Order that any properly perfected moldbuilders lien it holds on
the Tooling will not be divested on the Effective Date.

The Tooling is not property of the Debtors' estate, Mr. Whalen
contends.  Moreover, the Debtors have never acknowledged that the
Tooling is or is not property of the bankrupt estate, Mr. Whalen
adds.

                    The Dow Chemical Company

The Dow Chemical Company asserts that the Debtors' Fourth Amended
Joint Plan of Reorganization contains extremely broad discharge,
release, and injunction provisions.

Dow Chemical is a defendant in a lawsuit filed by Club Car Inc.
in the Superior Court Division, in Mecklenberg County, North
Carolina.  Anne Marie P. Kelley, Esq., at Dilworth Paxson LLP, in
Cherry Hill, New Jersey, relates that Club Car has accused Dow
Chemical of misrepresentations involving formulations that Dow
Chemical provided to the Debtors, which the Debtors used to
manufacture component parts for Club Car.

Dow Chemical objects to the Plan to the extent that the Plan or
the Plan Confirmation Order will prohibit it from:

   (1) pursuing any claims it may have against the Debtors in the
       Club Car Litigation if and when any potentially applicable
       insurance coverage is identified;

   (2) asserting any claims against the Debtors in defense, or
       to reduce the amount, of any claims asserted by the
       Debtors and Club Car against it; or

   (3) seeking discovery from the Debtors in the Club Car
       Litigation.

As previously reported, Dow Chemical sought the Court's
permission to conduct an examination pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure on the Debtors to determine
if the Debtors have insurance coverage that could mitigate any
damages it may incur in the Club Car Litigation.

Dow Chemical maintains that it has a right to collect insurance
proceeds from the Debtors because those proceeds are not property
of the Debtors' estate.

                        Visteon Corporation

The Fourth Amended Joint Plan of Reorganization provides that the
Debtors will assume all executory contracts and unexpired leases
not previously assumed or rejected.

Visteon Corporation complains that the Fourth Amended Plan does
not adequately identify which of the Contracts will be assumed or
rejected.  It is therefore impossible to know whether the Plan
releases the Debtors from any obligations they owe to Visteon,
David J. Baldwin, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, argues.

In addition, the Plan does not comply with Section 365(b) of the
Bankruptcy Code because it does not provide cure amounts for the
executory contracts and unexpired leases the Debtors intend to
assume, Mr. Baldwin contends.

Accordingly, Visteon asks the Court to deny confirmation of the
Plan unless the Debtors adequately identify the Contracts to be
assumed and the cure amounts to be paid.

Visteon has a prepetition claim against the Debtors totaling
$3,500,000.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MIAD SYSTEMS: Tommy Chan Replaces Michael Green as Director
-----------------------------------------------------------
Michael Green, a director of MIAD Systems Ltd. nka Melo
Biotechnology Holdings Inc., resigned effective Nov. 23, 2006.  
His resignation was not due to any disagreement with the company.

The Board of Directors appointed Tommy Chan as a new director.  
Mr. Chan does not have an employment agreement with the company.  

Mr. Chan is an accountant and currently works as the Director of
Finance & Human Resources in a not-for-profit organization in
Canada.  Mr. Chan has worked in the finance and accounting
industry for 15 years.  

He was previously employed with two start-up telecommunications
companies and was the Financial Controller for one of them.  Mr.
Chan was responsible for developing the accounting, finance, and
human resources departments at the companies.  

Before joining the telecommunications industry, he was responsible
for the successful listing of a manufacturing company on the
Singapore Stock Exchange and for overseeing that company's China
and Hong Kong financial control duties.

The company says that there were no arrangements or understandings
between Mr. Chan and any other person pursuant to which he was
selected, and further that, there were no transactions during the
last two years, or proposed transactions, to which the Company was
or is to be a party, in which Mr. Chan had, or is to have a direct
or indirect, material interest.

Headquartered in Markham, Ontario, Melo Biotechnology Holdings
Inc. fka MIAD Systems Ltd. -- http://www.miad.com/-- supplies  
business computer systems and provides computer maintenance,
installation and networking services to major clients primarily
engaged in the corporate, institutional, municipal, utilities and
education fields.

                          *     *      *

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Miad Systems Ltd.'s interim balance sheet, as of June 30, 2006,
showed total assets of CDN$1,886,059 and total liabilities of
CDN$2,306,443, resulting in a total stockholders' deficit of
CDN$420,384.


MILLS CORP: Replies to Gazit's Revised Recapitalization Offer
-------------------------------------------------------------
The Mills Corporation responded Tuesday to a revised version of
Gazit-Globe's conditional proposal to invest in a recapitalization
of The Mills.

The Mills said it welcomes Gazit-Globe and its chairman, Chaim
Katzman, to participate in The Mills' ongoing exploration of
strategic alternatives.  The Mills' management and Board of
Directors have repeatedly invited Gazit-Globe to enter that
process by signing a confidentiality and standstill agreement on
terms similar to those agreed to by numerous other interested
parties, including one of The Mills' largest shareholders.  The
Board of Directors is considering all possible alternatives that
would enhance shareholder value, and in that light would like to
evaluate a Gazit-Globe proposal that is fully informed by due
diligence in order to compare it against any other proposals that
The Mills may receive from other bidders.

The Mills says that unfortunately, Gazit-Globe has repeatedly
refused to agree to the ground rules that the Board has set, and
other very credible suitors are following, to ensure a fair,
orderly and competitive process.  As a consequence, Gazit has put
itself in a position where it is unable to review all relevant
information necessary to submit a fully informed, unconditional
proposal.  Gazit-Globe's current revised proposal, like its
previous offer, is highly conditional and subject to completion of
due diligence that is has refused to begin.

The Board, informed by its discussions with management and its
advisors, has numerous specific concerns about Gazit-Globe's
highly conditional proposal, including among others:

     * The fact that the proposal requires the completion of a due
       diligence investigation of The Mills - which Gazit-Globe
       has so far refused to commence due to their refusal to sign
       an appropriate confidentiality and standstill agreement;
       and

     * The fact that Gazit-Globe's proposal, as currently
       structured, would give Mr. Katzman control of the Company,
       leaving public shareholders with both an unprotected
       minority position and no opportunity to receive a control
       premium.

All other interested parties have engaged in a due diligence
process.  Without carefully reviewing the diligence information
that has been provided to all other potential bidders, Gazit-Globe
will not be able to produce an unconditional offer in the same
timeframe as other bidders.  Access to The Mills' diligence
information has repeatedly been offered to Mr. Katzman on the
condition that Gazit-Globe sign an appropriate confidentiality and
standstill agreement.

The Mills believes that Gazit-Globe can best address its concerns
by joining the strategic alternatives process and developing a
fully informed proposal that can be compared on a level playing
field against other potential proposals.  Numerous well-
capitalized potential buyers have already substantially completed
due diligence and are waiting for the restated financials to
submit their final bids.  The Mills' strategic alternatives
process is deliberate, well considered and well advised and the
Company believes it will deliver maximum value to The Mills'
shareholders.  By contrast, The Mills believes that Gazit-Globe's
actions and initiation of litigation only disrupt the orderly
conclusion of the strategic alternatives process and frustrate the
best interests of its shareholders.

The Mills has recently taken numerous actions to streamline the
Company and prepare it for a strategic transaction.  A few of the
recent accomplishments include:

     * the restructuring of the Meadowlands Xanadu partnership to
       eliminate The Mills' financial obligations;

     * the sale of The Mills' international assets which enabled
       the Company to reduce its Senior Term Loan by approximately
       $458 million and simplify its organizational structure;

     * the sale of non-core development projects such as the
       office and residential portion of 108 North State Street
       and Mercati Generali; and

     * changing virtually all of the senior management team,
       including the CEO and CFO.

These actions were accomplished in close coordination with The
Mills' Board and members of the Special Committee who are
assisting the Company in its strategic alternatives process.

The Audit Committee of the Board has been working extensively with
its outside auditors at Ernst & Young LLP, and with its special
legal counsel at Gibson, Dunn & Crutcher LLP, to complete the
restatement of The Mills' financials and the related investigation
into the Company's historic accounting practices.  When that
process is complete, the Company intends to move forward rapidly
to complete its strategic alternatives process and request final
proposals from interested parties.

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.


MOSAIC COMPANY: Extends Payment Date for Tender Offers Until Today
------------------------------------------------------------------
The Mosaic Company's subsidiary, Mosaic Global Holdings Inc., has
extended the payment date for its tender offers and consent
solicitations to purchase for cash any and all of its 6.875%
Debentures due 2007, 10.875% Senior Notes due 2008, 11.250% Senior
Notes due 2011, and 10.875% Senior Notes due 2013.

Mosaic Global's subsidiary, Phosphate Acquisition Partners L.P.,
has also extended the payment date for its tender offer and
consent solicitation to purchase for cash any and all of its 7%
Senior Notes due 2008.

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

The payment dates, previously set to be Nov. 30, 2006, will now be
Dec. 1, 2006, unless further extended.  Interest will accrue up to
but will not include the payment date as amended.  Except for the
above changes, all terms and conditions of the tender offers and
consent solicitations are unchanged and remain in full force and
effect.

Both Mosaic Global Holdings Inc. and Phosphate Acquisition
Partners L.P. have received the requisite consents to adopt the
proposed amendments pursuant to the consent solicitations as
described in the respective Offer to Purchase and Consent
Solicitation Statements.

Questions concerning the terms of the offers may be directed to:

     J.P. Morgan Securities Inc.
     Dealer Manager and Solicitation Agent
     Attention: Laura Yachimski
     Phone: 212-270-3994 (call collect)

Questions concerning procedures regarding the offers may be
directed to:

     MacKenzie Partners, Inc.
     Information Agent/Depositary
     Attention: Jeanne Carr or Simon Coope
     Phone: 800-322-2885

                  About The Mosaic Company

The Mosaic Company -- http://www.mosaicco.com/-- produces and  
markets concentrated phosphate and potash crop nutrients.  For the
global agriculture industry, Mosaic is a single source of
phosphates, potash, nitrogen fertilizers and feed ingredients

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Standard & Poor's Ratings Services revised its outlook on The
Mosaic Co. to negative from stable.  Standard & Poor's affirmed
its 'BB' long-term and 'B-1' short-term corporate credit ratings
on the company.

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Fitch assigned a 'BB' rating to The Mosaic Company's proposed
senior unsecured notes due 2014 and 2016 and a 'BB+' rating to the
company's proposed senior secured term loans.  The ratings
affected approximately $950 million of new senior notes and
$1.05 billion of new term loans.

As reported in the Troubled Company Reporter on Nov 9, 2006,
Moody's Investors Service assigned Ba1 ratings to The Mosaic
Company's proposed new $1.05 billion guaranteed senior secured
credit facilities.  Moody's also assigned B1 ratings to $900
million of proposed senior unsecured debt.  Mosaic's Ba3 corporate
family rating was affirmed but the ratings of the existing
revolver and the term loan A were downgraded to Ba1 from Baa3 and
those of the existing senior unsecured debt lowered to B1 from Ba3
in accordance with the LGD methodology.  The ratings outlook is
stable.


NATIONAL ENERGY: Amends AOI to Increase Common Shares to 150 Mil.
-----------------------------------------------------------------
National Energy Services Company Inc.'s articles of incorporation
have been amended, effective Nov. 20, 2006, to increase its
authorized common stock to 150,000,000 shares at $0.001 par value.

The Amendment also authorized the company to issue 1,000,000
shares of preferred stock, par value $.001 per share, which may be
divided into series and with the preferences, limitations, and
relative rights determined by the Board of Directors.

A full text-copy of the National Energy's Certificate of Amendment
to its Articles of Incorporation may be viewed at no charge at
http://ResearchArchives.com/t/s?1607

Headquartered in Egg Harbor Township, New Jersey, National Energy
Services Company, Inc. -- http://www.nescorporation.com/-- the  
Company is engaged in the business of marketing a comprehensive
energy management program for long- term care and hospitality
facilities.  The program features an upgrade to lighting fixtures,
improved heating, venting and air conditioning (HVAC) equipment,
ozone laundry support systems (OLSS).  The facilities generally
recover the cost of these renovations through the monthly energy
savings, resulting in no out-of-pocket costs to the facility.

                         *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Bagell Josephs & Company LLC expressed substantial doubt about
National Energy Services Company, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal years ended Oct. 31, 2005 and 2004.  The auditing
firm pointed to the company's substantial net losses for the years
ended Oct. 31, 2005 and 2004 that has resulted in substantial
accumulated deficits.


PELTS & SKINS: Court Extends Exclusivity Period to February 13
--------------------------------------------------------------
The Hon. Jerry Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana extended until Feb. 13, 2007, the period
within which Pelts & Skins LLC and PS Chez Sidney LLC have the
exclusive right to file a chapter 11 plan of reorganization.

Since July 2006, the Debtors have been working diligently with
creditors, suppliers and secured lender, including:

     -- negotiating with and participating in material,
        substantive discussions with J.P. Morgan Chase NA,
        its secured lender;

     -- negotiating with egg vendors for the purchase of eggs;

     -- assumed the purchasing contract with Gordon-Choisy, an
        customer of the Debtors; and

     -- talking with other individual creditors.

Headquartered in Covington, Louisiana, Pelts & Skins, L.L.C. --
http://www.pelts.com/-- produces, processes, and sells alligator  
skins to tanneries throughout the United States.  The Company's
subsidiary, PS Chez Sidney, LLC, distributes alligator meat
packaged as Chef Penny's brand.  The Company and its subsidiary
filed for chapter 11 protection on Aug. 1, 2006 (Bankr. E.D. La.
Case No. 06-10742).  Douglas S. Draper, Esq., at Heller, Draper,
Hayden, Patrick & Horn, L.L.C., represents the Debtor.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


PHH MORTGAGE: Fitch Rates $280,079 Class B-5 Certificates at 'B'
---------------------------------------------------------------
Fitch rates PHH Mortgage Capital LLC mortgage pass-through
certificates, series 2006-4:

   -- $131,637,129 classes A-1, A-2, A-4 through A-7, R-I, R-II
      and A-3, A-8, and A-9 'AAA';
   
   -- $6,371,797 offered class B-1 'AA';

   -- $770,217 offered class B-2 'A';

   -- $490,138 offered class B-3 'BBB';

   -- $280,079 privately offered class B-4 'BB'; and

   -- $280,079 privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 6%
subordination provided by the 4.55% offered class B-1, 0.55%
offered class B-2, 0.35% offered class B-3, 0.20% privately
offered class B-4, 0.2% privately offered class B-5, and 0.15%
privately offered class B-6.  Fitch believes the credit
enhancement will be adequate to support mortgagor defaults as well
as bankruptcy, fraud and special hazard losses in limited amounts.

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, and the servicing capabilities of PHH
Mortgage Corporation, which is rated 'RPS1' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 228 one- to four-family conventional, fixed-
rate mortgage loans secured by first liens on residential mortgage
properties.  As of the cut-off date, the mortgage pool has an
aggregate principal balance of approximately $140,039,499 million,
a weighted average original loan-to-value ratioof 72.78%, a
weighted average coupon of 6.535%, a weighted average remaining
term of 355 months, and an average balance of $614,208.  The loans
are primarily located in California, New Jersey and New York.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Citibank N.A. will serve as Trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits.


PITTSFIELD WEAVING: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Pittsfield Weaving Company delivered its Schedules of Assets and
Liabilities with the U.S. Bankruptcy Court for the Northern
District of New York disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property                     $470,000
  B. Personal Property              102,310,376
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                 $4,338,963
     Secured Claims
  E. Creditors Holding                                    182,835
     Unsecured Priority Claims
  F. Creditors Holding                                  1,167,402
     Unsecured Nonpriority
     Claims
                                    -----------       -----------
     Total                         $102,780,376        $5,689,200

Based in Pittsfield, New Hampshire, Pittsfield Weaving Company --
-- http://www.pwcolabel.com/-- provides brand identification to  
the apparel and soft goods industries, and manufactures woven and
printed labels and RFID/EADS solutions.  The Company filed it
chapter 11 protection on Sept. 20, 2006 (Bankr. D. NH Case No. 06-
11214).  Williams S. Gannon, Esq., at William S. Gannon PLLC
represent the Debtor in its restructuring efforts.  Pittsfield
Weaving estimated its assets and debts at $10 million to
$50 million when it filed for protection from its creditors.


PROJECT FUNDING: Moody's Doubts Loan Recovery, May Lower Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded four classes of notes issued
by Project Funding Corporation I and that the notes would remain
under review for further possible downgrade.

Moody's noted that the transaction is secured entirely by a static
portfolio of project finance loans and closed in February of 1998.

According to Moody's, the largest of the loans in the portfolio
suffered a default in the payment of principal due at the end of
March 2006.  The rating action reflects uncertainty about the
amount and timing of the recovery on that loan.  Moody's noted
that this default triggered a "Subordination Event" such that
collections have begun to be distributed to the notes
sequentially.

Moody's also noted that, since the transaction closed in 1998, the
outstanding amount of the notes has been reduced by approximately
$566,000,000.

These are the rating actions:

Project Funding Corporation I

   * Downgrade and Review for Further Possible Downgrade

     -- $537,083,000 Class I Senior Notes due 2012 downgraded to
        A3 from Aa2

     -- $17,285,000 Class II Senior Notes due 2012 downgraded to
        B1 from Ba1

     -- $17,902,000 Class III Mezzanine Notes due 2012 downgraded
        to B3 from Ba3

     -- $21,607,000 Class IV Mezzanine Notes due 2012 downgraded
         to C from B3


ORION HEALTHCORP: Shareholders Approve Capital Stock Increase
-------------------------------------------------------------
Orion HealthCorp Inc.'s shareholders have approved seven proposals
at a special meeting.  The proposals are:

   -- Amendment to Certificate of Incorporation to increase the
       number of shares of authorized capital stock;

   -- Amendment to Certificate of Incorporation to increase the
       number of authorized shares of Class A Common Stock;

   -- Amendment to Certificate of Incorporation to create new
       class of common stock, Class D Common Stock;

   -- Issuance of shares of Class D Common Stock in a private
       placement;

   -- Issuance of a warrant to purchase shares of Class A Common
       Stock in a private placement;

   -- Issuance of shares of Class A Common Stock as consideration
       for an acquisition; and

   -- Amendment to 2004 Incentive Plan.

"We are very pleased that our shareholders have chosen to support
our company by their affirmative vote of today's agenda items,"
Terrence L. Bauer, chief executive officer, said.  "The actions
taken today will allow us to continue to implement our business
plan."

Orion HealthCorp, Inc. -- http://www.orionhealthcorp.com/--  
provides complementary business services to physicians through
three business units: SurgiCare, Inc., serving the freestanding
ambulatory surgery center market; Integrated Physician Solutions,
Inc., providing business services to pediatric practices and
technology solutions to general and specialized medical practices;
and Medical Billing Services, Inc., providing physician billing
and collection services and practice management solutions to
hospital-based physicians.

                      Going Concern Doubt

UHY Mann Frankfort Stein and Lipp CPAs, LLP, in Houston, Texas,
raised substantial doubt about Orion HealthCorp's ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the company's recurring losses from
operations and negative cash flows.


RADNOR HOLDINGS: Tennenbaum Capital Closes Acquisition of Assets
----------------------------------------------------------------
Tennenbaum Capital Partners, LLC's affiliate, TR Acquisition Co.,
LLC and its wholly-owned subsidiaries, completed the acquisition
of substantially all of the assets of Radnor Holdings Corporation
and its debtor-affiliates.

As reported in the Troubled Company Reporter on Nov. 29, 2006, the
Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware approved the sale of substantially all the Debtors'
assets to TR Acquisition for a credit bid of $95 million.  The
asset sale was free and clear of all liens, claims, interests,
and encumbrances.

                          New Company

Tennenbaum said that the new company formed as a result of this
acquisition will be named WinCup, Inc., and will be positioned as
a leading manufacturer and distributor of a broad line of
disposable foodservice products in the U.S. and specialty chemical
products worldwide.  WinCup, Inc., will include WinCup foodservice
packaging and StyroChem specialty chemicals businesses in the
U.S., as well as Canadian and Finnish specialty chemicals
operations and Polish foodservice packaging operations.

"WinCup will devote itself to superior customer service and to
product excellence," said Michael E. Tennenbaum, the new Chairman
of its board.  "The new leadership will bring strong focus and
high standards to product development and to manufacturing and
supply chain issues.  WinCup's liquidity will permit it to expand
manufacturing capacity as needed and to purchase raw materials on
an advantageous basis; we expect to have approximately $17 million
in cash and availability and that should increase over time."

                           WinCup CEo

Tennenbaum Capital also disclosed that George William Wurtz, III
has been named Chief Executive Officer of WinCup.  Mr. Wurtz has
formerly held senior level positions at Georgia-Pacific
Corporation, Fort James, James River Corporation, and Phillip
Morris.  He brings nearly 30 years of relevant experience in
operations, logistics, manufacturing and sales.

"George is a proven and experienced leader who will be a valuable
addition to the WinCup team.  We believe he is the right person to
help execute a strategy to strengthen the company and to
capitalize on the opportunities in the market," said Mr.
Tennenbaum.

Tennenbaum Capital further disclosed the new Board of Directors
for WinCup, which will include Michael E. Tennenbaum as Chairman
as well as George Wurtz, the newly appointed CEO, and Prashant
Mehrotra of Tennenbaum Capital.

                      About Tennenbaum Capital

Tennenbaum Capital Partners is a Santa Monica, California-based
private investment firm managing over $5 billion in committed
capital in private funds.  The firm's investment strategy is
grounded in a long-term, value approach, and it assists - both
financially and operationally - transitional middle market
companies in such industries as technology, healthcare, energy,
aerospace, business services, retail and general manufacturing.  
Tennenbaum's core strengths include in-depth knowledge of equity
and debt financing vehicles in the public and private markets, as
well as a thorough understanding of special situations.  These
situations may include legal, operational or financial challenges;
turnarounds, restructurings and bankruptcies; corporate
divestitures and buyouts; and complex ownership changes.

                     About Radnor Holdings

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactures and distributes
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serves the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RALI INC: $3,384,300 Class B-2 Certificates Get Fitch's 'B' Rating
------------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc.'s mortgage pass-
through certificates, series 2006-QS16:

   -- $701,314,139 classes A-1 through A-11, A-P, A-V, R-I and R-
      II senior certificates 'AAA';
   
   -- $25,947,100 class M-1 'AA';

   -- $7,896,800 class M-2 'A';

   -- $6,392,700 class M-3 'BBB';

   -- $4,136,500 privately offered class B-1 'BB'; and

   -- $3,384,300 privately offered class B-2 'B'.

The $3,008,393 class B-3 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 6.75%
subordination provided by the 3.45% class M-1, 1.05% class M-2,
0.85% class M-3, privately offered 0.55% class B-1, 0.45%
privately offered class B-2 and 0.40% privately offered class B-3.  

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special hazard
losses in limited amounts.  In addition, the ratings reflect the
quality of the mortgage collateral, strength of the legal and
financial structures, and Residential Funding Corp.'s servicing
capabilities as master servicer.

As of the cut-off date, the mortgage pool consists of 3,009
conventional, fully amortizing, 30-year fixed-rate, mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $752,079,933.
The mortgage pool has a weighted average original loan-to-value
ratio of 74%.  The pool has a weighted average FICO score of 709,
and approximately 38.4% and 14.8% of the mortgage loans possess
FICO scores greater than or equal to 720 and less than 660,
respectively.  Equity refinance loans account for 35.0%, and
second homes account for 5.0%.  The average loan balance of the
loans in the pool is $249,943.  The three states that represent
the largest portion of the loans in the pool are California,
Florida and New York.

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of approximately 30.4% of the mortgage loans,
which were purchased by the depositor through its affiliate,
Residential Funding, from Homecomings Financial, LLC, a wholly-
owned subsidiary of Residential Funding, and approximately 8.4% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from GMAC Mortgage, LLC, an
affiliate of Residential Funding.

Approximately 11.3% and approximately 15% of the mortgage loans
were purchased from National City Mortgage Company and Wachovia
Mortgage Corporation, respectively, each of which is an
unaffiliated seller.  Except as described in the preceding
sentence, no unaffiliated seller sold more than 6.2% of the
mortgage loans to Residential Funding.  

Approximately 49.6% of the mortgage loans are being subserviced by
Homecomings, a wholly-owned subsidiary of Residential Funding,
approximately 11.9% of the mortgage loans are being subserviced by
GMAC Mortgage, LLC, an affiliate of Residential Funding and
approximately 11.3% of the mortgage loans are being subserviced by
National City Mortgage Company.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
(1) 'high-cost' or 'covered' loans or (2) any other similar
designation if the law imposes greater restrictions or additional
legal liability for residential mortgage loans with high interest
rates, points and/or fees.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program.  Alt-A program loans are often marked
by one or more of these attributes: a non-owner-occupied property;
the absence of income verification; or a loan-to-value ratio or
debt service/income ratio that is higher than other guidelines
permit.

In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduits.


REAL ESTATE: Moody's Puts B3 Rating on $0.298 Mil. Class L Certs.
-----------------------------------------------------------------
Moody's Investors Service assigned these definitive ratings to
certificates issued by Real Estate Asset Liquidity Trust
Commercial Mortgage Pass-Through Certificates, Series 2006-3:

   -- Aaa to the $215.5 million Class A-1 Certificates,
   -- Aaa to the $165.826 million Class A-2 Certificates,
   -- Aa2 to the $9.329 million Class B Certificates,
   -- A2  to the $9.969 million Class C Certificates,
   -- Baa2 to the $0.001 million Class D-1 Certificates,
   -- Baa2 to the $9.414 million Class D-2 Certificates,
   -- Baa3 to the $0.001 million Class E-1 Certificates,
   -- Baa3 to the $3.726 million Class E-2 Certificates,
   -- Ba1 to the $3.557 million Class F Certificates,
   -- Ba2 to the $1.235 million Class G Certificates,
   -- Ba3 to the $1.065 million Class H Certificates,
   -- B1  to the $1.065 million Class J Certificates,
   -- B2  to the $0.937 million Class K Certificates,
   -- B3  to the $0.298 million Class L Certificates,
   -- Aaa to the $199.375 * million Class XP-1 Certificates,   
   -- Aaa to the $199.375 * million Class XP-2 Certificates,
   -- Aaa to the $0.001 * million Class XC-1 Certificates, and
   -- Aaa to the $426.01 * million Class XC-2 Certificates.

* Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include its high percentage of less risky
asset classes, recourse on 62.3% of the pool, the overall low
leverage and the creditor friendly legal environment in Canada. In
addition, five loans have investment grade shadow ratings.  
Moody's concerns include the concentration of the pool, where the
top ten loans account for 49.7% of the total pool balance and the
existence of subordinated debt on 21.6% of the pool.  Moody's
beginning loan-to-value ratio was 84.2% on a weighted average
basis.

Moody's issued provisional ratings on the above certificates on
Nov. 13, 2006.


REAL MEX: Moody's Lifts $105 Mil. Senior Sec. Notes Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service affirmed Real Mex Restaurants Inc.'s  B2
corporate family rating following the company's purchase by RM
Restaurant Holding Corp., an affiliate of Sun Capital Partners.
Additionally, the $105 million senior secured notes were upgraded
to Ba2 from Ba3 and the SGL-3 Speculative Grade Liquidity rating
was affirmed.

The rating outlook was moved to negative from developing.

The affirmation of the corporate family rating is largely a
reflection of Real Mex's solid operating performance during a
challenging consumer spending environment, steadily improving
credit metrics prior to the change in sponsorship and its well-
established Mexican casual-dining brands.  The negative outlook
encompasses the higher financial leverage, somewhat weaker
liquidity position and modest fixed charge coverage stemming from
the recapitalization.  With the additional debt at Holdings,
Moody's noted that any incremental debt incurred during the
intermediate term would likely result in downward pressure on the
ratings.

Furthermore, the rating agency expects Real Mex to maintain its
medium-term flexibility with capital investment to allow the
company to de-lever at a reasonable pace over the next few years.

Ratings affirmed with a negative outlook:

   -- B2 corporate family rating
   -- B2 probability of default rating
   -- SGL-3 for the speculative grade liquidity rating

Assessment affirmed:

   -- LGD4-50% loss given default assessment

Rating upgraded with a negative outlook:

   -- $105 million senior secured notes to Ba2, LGD2, 15% from
      Ba3, LGD2, 29%

Real Mex Restaurants Inc, headquartered in Cypress, California,
operates leading Mexican casual dining restaurants principally
under the trade names "El Torito", "Chevys" and "Acapulco".  The
company operated 196 restaurants at Sep. 24, 2006 with locations
primarily in California.  Revenues for fiscal 2005 totaled $534
million.


REGAL ENTERTAINMENT: Earns $29.3 Million in 2006 Third Quarter
--------------------------------------------------------------
Regal Entertainment Group reported a $29.3 million net income on
$675.7 million of revenues for the quarter ended Sept. 28, 2006,
compared with a $17.2 net income on $628.4 million of revenues for
the same period in 2005.

At Sept. 28, 2005, the company's had $2.36 billion in total
assets, $2.37 billion in total liabilities and $1.9 million in
minority interest, resulting in a $14.2 million total
stockholders' deficit.

Additionally, as of Sept. 28, 2006, the company had negative
working capital with $142.2 million in total current assets
available to pay $475.9 million in total current liabilities.

The increase in revenues is attributable to increases in both
admission and concession revenues, partially offset by a decrease
in other operating revenues.

Third quarter 2006 admissions revenues were favorably impacted by
a 5.4% increase in attendance coupled with a 2.6% increase in
average ticket prices.  The increase in attendance was primarily
attributable to a robust third quarter box office.  

The growth in average concession revenues was primarily
attributable to the success of certain family-oriented and
concession-friendly films such as "Pirates of the Caribbean: Dead
Man's Chest" exhibited during the third quarter of 2006.  The
decrease in other operating revenues was primarily attributable to
the revenues generated from National CineMedia being less than
generated in the same period in 2005, partially offset by
increased revenues related to the company's vendor marketing
programs and incremental other theatre revenues.

Income from operations increased 43.2% to $83.5 million for the
third quarter ended Sept. 28, 2006 compared to $58.3 million in
the same period in 2005.  EBITDA (earnings before interest, taxes,
depreciation and amortization) was $129.6 million for the third
quarter of 2006, an increase of 18.5% from $109.4 million in the
third quarter of 2005.

Net interest expense increased $2.3 million to $31.7 million in
the third quarter of 2006, from $29.4 million in the same period
in 2005.  The increase in net interest expense during was
principally due to a higher effective interest rate on Regal
Cinemas' Term Facility.

Included in other expense is a $3.1 million loss on debt
extinguishment in connection with the conversion of the company's
Convertible Senior Notes.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 28, 2006, are available for
free at:  http://researcharchives.com/t/s?15e7

Regal Entertainment Group -- http://www.REGmovies.com/ -- is the  
largest motion picture exhibitor in the world.  The company's
theatre circuit, comprising Regal Cinemas, United Artists Theatres
and Edwards Theatres, operates 6,383 screens in 539 locations in
40 states and the District of Columbia.  Regal operates
approximately 18% of all indoor screens in the United States
including theatres in 43 of the top 50 U.S. markets and growing
suburban areas.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2006,
Moody's Investors Service affirmed Regal Entertainment Group's Ba3
Corporate Family Rating, in connection with the implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.  
Additionally, Moody's revised Regal Entertainment Group's
probability-of-default rating on the company's 3-3/4% Senior
Unsecured Convertible Notes due 2008 from B3 to B2.


RESIDENTIAL FUNDING: Fitch Rates $1.2 Mil. Class B-2 Certs. at 'B'
------------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I Inc.'s
mortgage pass-through certificates, series 2006-S11:

   -- $601,415,459 classes A-1 through A-4, A-P, A-V, and R
      senior certificates 'AAA';

   -- $11,841,000 class M-1 'AA';

   -- $3,739,300 class M-2 'A'

   -- $2,492,900 class M-3 'BBB'.

   -- $1,246,500 privately offered class B-1 'BB'; and

   -- $1,246,500 privately offered class B-2 'B'.

The $1,247,462 privately offered class B-3 certificates are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.5%
subordination provided by the 1.90% class M-1, 0.6% class M-2,
0.4% class M-3, 0.2% privately offered class B-1, 0.2% privately
offered class B-2 and 0.2% privately offered class B-3.  Fitch
believes the above credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special hazard
losses in limited amounts.  In addition, the ratings reflect the
quality of the mortgage collateral, strength of the legal and
financial structures, and Residential Funding Corp.'s master
servicing capabilities.

As of the Nov. 1, 2006 cut-off date, the mortgage pool consists of
1,222 conventional, fully amortizing, 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately $
623,228,121.  The mortgage pool has a weighted average original
loan-to-value ratio of 70.7%.  The weighted-average FICO score of
the loans in the pool is 741, and approximately 68.8% of the
mortgage loans possess FICO scores greater than or equal to 720
and 5.2% of the mortgage loans posses FICO scores less than 660.  

Loans originated under a reduced loan documentation program
account for approximately 35.16% of the pool, equity refinance
loans account for 31%, and second homes account for 6%.  The
average loan balance of the loans in the pool is approximately
$510,007.  The three states that represent the largest portion of
the loans in the pool are California, Virginia, and Florida.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points or fees.

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the accompanying
prospectus, except in the case of approximately 34.4% and 9.8% of
the mortgage loans, which were purchased by the depositor through
its affiliate, Residential Funding, from Homecomings and GMAC
Mortgage, LLC, respectively.  

Approximately 10% of the mortgage loans were purchased by
Residential Funding from National City Mortgage Company, an
unaffiliated seller.

Except as described in the preceding sentence, no unaffiliated
seller sold more than approximately 5% of the mortgage loans to
Residential Funding.  Approximately 60.9% and 14.8% of the
mortgage loans are being subserviced by Homecomings and GMAC
Mortgage, LLC, respectively, each an affiliate of Residential
Funding.  Approximately 10% of the mortgage loans are being
subserviced by National City Mortgage Corporation, an unaffiliated
entity of Residential Funding.

U.S. Bank National Association will serve as trustee.  RFMSI, a
special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as a real estate
mortgage investment conduit.


SAINT VINCENTS: Assigns Covered Provider Agreement to Castleton  
---------------------------------------------------------------
St. Vincent's Staten Island Hospital and Bayley Seton Hospital
render services to Medicare beneficiaries and participate in a
Medicare program administered by the Centers for Medicare and
Medicaid Services.

SV Staten Island and Bayley Seton participate in the Medicare
program under a covered provider agreement with the Secretary of
the United States Department of Health and Human Services, under
provider number 33-0028 and a sub-provider number 33-5028.

In line with the sale to Castleton Acquisition Corporation of SV
Staten Island and certain programs currently operated at Bayley
Seton, and to avoid interruptions in the Medicare reimbursement
for services provided to patients at SV Staten Island and in the
Bayley Programs, Saint Vincent Catholic Medical Centers and
Castleton agreed that SVCMC will assume and assign the Covered
Provider Agreement to Castleton in the event that the sale of the
facilities is consummated pursuant to an asset purchase agreement
dated May 16, 2006.  The Provider Agreement is assigned subject
to all the applicable statutes and regulations under which it was
originally issued, including the assessment of overpayments
incurred by the previous owner and the requirement under
42 U.S.C. Section 1395g(a) that current Medicare payments be
adjusted to account for prior overpayments.

The total amount of overpayments made to SVCMC under the Covered
Provider Agreement by CMS through the Medicare program, for which
adjustments are or will be sought, is still undetermined since
the CMS audits of the cost report for SV Staten Island and Bayley
Seton for years subsequent to 2001 are pending final settlement.

Accordingly, in a stipulation approved by the U.S. Bankruptcy
Court for the Southern District of New York, SVCMC, Castleton, the
U.S. Government on behalf of HHS, and CMS agree that:

   (1) SVCMC will assume the Covered Provider Agreement under
       which SV Staten Island and Bayley Seton operate.  
       Castleton will accept assignment of the Covered Provider
       Agreement;

   (2) SVCMC will cure all defaults arising under the Covered
       Provider Agreement.  Among other things, any overpayments
       which may be determined by CMS and which accrued prior to
       the closing date will be collected on terms mutually
       acceptable to SVCMC and CMS including in accordance with
       any mutually acceptable extended repayment plan which may
       be negotiated between SVCMC and CMS;

   (3) Castleton will have successor liability for any
       pre-closing overpayments, if and to the extent CMS is
       unable to recover overpayments in full from SVCMC.  CMS
       will not seek to recover from Castleton any Pre-Closing
       Overpayments under the Covered Provider Agreement unless
       CMS notifies SVCMC of any default, and that default is not
       cured immediately.  CMS will notify SVCMC and Castleton of
       any Pre-Closing Overpayments made under the Covered
       Provider Number, which are determined after the closing
       date;

   (4) if CMS is unable to fully recover any Pre-Closing  
       Overpayments made under the Covered Provider Number, CMS
       will notify Castleton of the remaining amount owed and
       will let Castleton request an extended repayment plan
       before commencing recoupment of the remaining overpayment;
       and

   (5) the provisions concerning Castleton's successor liability
       for any Medicare Pre-Closing Overpayments made under the
       Covered Provider Agreement is the only modification of  
       Medicare's policies on successor liability.

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 April 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 40 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Taps Korn/Ferry as Executive Search Consultant
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Korn/Ferry
International as their executive search consultant pursuant to
Sections 363(b) and 105(a) of the Bankruptcy Code.  

In 2005, the Court authorized the retention of Guy Sansone of
Alvarez and Marsal as chief executive officer and chief
restructuring officer of Saint Vincent Catholic Medical Centers.
As CEO/CRO, Mr. Sansone has overseen the Debtors' operations and
restructuring efforts during their Chapter 11 cases consistent
with direction received from SVCMC's Board of Directors.

Mr. Sansone and his firm's efforts have been instrumental in
reorganizing the Debtors and preparing them for their emergence
from Chapter 11.  As they prepare to exit Chapter 11 protection,
however, the Debtors must focus on fording a new chief executive
officer for the to-be reorganized debtors and to manage a
seamless transition to that New CEO.  

In this light, the Debtors seek to commence an extensive executive
search for their New CEO immediately to prepare the New CEO to
take over SVCMC management on the effective date of their plan of
reorganization.  The Debtors also anticipate that the planned
transition to a New CEO may be a requirement of potential exit
financings.

Mr. Sansone relates that Korn/Ferry is one of the world's leading
executive search firms specializing in helping companies find
senior-level management throughout North America, Europe,
Asia/Pacific and Latin America.  The firm has assisted over 500
medium- to large- sized hospitals and other healthcare
organizations in finding senior management.

Pursuant to an engagement letter dated Nov. 13, 2006, Korn/Ferry
will:

   (1) draft a "confidential position specification" describing
       the projected key responsibilities and priorities of the
       Reorganized Debtors' New CEO, as well as the experience
       and personal qualities required of the New CEO;

   (2) identify, interview, and present best-qualified candidates
       to SVCMC's Board;

   (3) conduct reference checks on successful candidates;

   (4) facilitate offer negotiations; and

   (5) perform follow-up diligence with the successful candidate
       after commencement of employment.

Korn/Ferry's non-contingent and non-refundable compensation will
be equal to 33 1/3% of the total first year's estimated cash
compensation to be paid to the New CEO.  The firm will also be
reimbursed for actual and necessary expenses incurred in line
with its engagement as search consultant.

The Debtors previously retained Korn/Ferry to perform separate
executive searches for SVCMC, Mary Immaculate Hospital in Queens,
and St. Vincent's Hospital Manhattan.

Noah W. Waldman, senior client partner of Korn/Ferry, tells the
Court that in line with the firm's prior engagement, Korn/Ferry
filed a proof of claim in the Debtors' Chapter 11 cases asserting
an unsecured claim for $369,222, which the firm amended by filing
a second proof of claim for $360,467.  At the Debtors' behest,
the First Korn/Ferry Proof of Claim has been expunged.  

The Second Korn/Ferry Proof of Claim remains pending.  As a
result, Korn/Ferry constitutes a creditor pursuant to Bankruptcy
Section 101(10) and thus is not a "disinterested person" as that
term is defined in Section 101(14), as modified by Section
1107(b).

Except for the Second Korn/Ferry Proof of Claim, Mr. Waldman
assures the Court that his firm would be a "disinterested person"
and its professionals do not hold any adverse interest to the
Debtors or their estates.

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


SKYEPHARMA PLC: HBOS Plc No Longer Holds Material Interest  
----------------------------------------------------------
SkyePharma PLC, in accordance with the Companies Act 1985, was
informed on Nov. 27, 2006, by HBOS plc and its subsidiaries that
they no longer have a notifiable material interest in the Ordinary
Shares of the Company.

HBOS plc and its subsidiaries previously held a material interest
in the Company.

Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP)
-- http://www.skyepharma.com/-- develops pharmaceutical products  
benefiting from world-leading drug delivery technologies that
provide easier-to-use and more effective drug formulations.  There
are now 12 approved products incorporating SkyePharma's
technologies in the areas of oral, injectable, inhaled, and
topical delivery supported by advanced solubilisation
capabilities.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
PricewaterhouseCoopers LLP in London raised substantial doubt
about Skyepharma PLC's ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the uncertainty
as to when Skyepharma's certain strategic initiatives may be
concluded and their effect on the company's working capital
requirements.


SONTRA MEDICAL: Low Equity Prompts Nasdaq Delisting Warning
-----------------------------------------------------------
Sontra Medical Corporation received a notice from the Nasdaq Stock
Market indicating that it is not in compliance with Nasdaq's
requirements for continued listing because the Company did not
have either (i) a minimum of $2,500,000 in stockholders' equity as
of Sept. 30, 2006, (ii) at least $35,000,000 market value of
listed securities, or (iii) at least $500,000 of net income from
continuing operations for the most recently completed fiscal year
or two of the three most recently completed fiscal years.

The Company says that Nasdaq requires compliance with one of the
criteria for continued inclusion under Nasdaq Marketplace Rule
4310(c)(2)(B) and that the notification has no effect on the
listing of Sontra's common stock at this time.  Nasdaq stated in
its notice that it is reviewing Sontra's eligibility for continued
listing on the Nasdaq Capital Market.

In order to facilitate Nasdaq's review, on or before Dec. 7, 2006,
the Company must submit a specific plan on how it intends to
achieve and sustain compliance with all the Nasdaq Capital Market
listing requirements, including the time frame for completion of
the plan.  The Company expects to submit the plan on or before the
review date.

If, upon conclusion of the review process, Nasdaq determines that
the Company's plan does not adequately address the issue of
compliance with Nasdaq's listing requirements, the Company would
receive written notification from Nasdaq that its securities will
be delisted, and the Company will have the option of requesting a
hearing and appealing the decision to a Nasdaq Listing
Qualifications Panel.

The Company received, on Oct. 17, 2006, a deficiency notice from
Nasdaq based on the Company's failure to satisfy Nasdaq's $1 per
share minimum bid price requirement and has until April 16, 2007
to regain compliance with the minimum bid price rule.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Sontra met with several potential private investors to raise
capital to meet its working capital and its forecasted operating
costs and expenses beyond Dec. 31, 2006.  If it does not raise
additional capital by Dec. 31, 2006 (as debt or equity), then the
Company will run out of cash and will be unable to continue
operations.  The Company has not received a commitment for
financing at this time.  If it does not raise additional capital,
its Board of Directors may decide to initiate an orderly wind-down
of business operations or file for bankruptcy protection under the
U.S. Bankruptcy Code.  In the event that the Company winds down or
files for bankruptcy, there would likely be little or no proceeds
available for its stockholders.

Based in Franklin, Massachusetts, Sontra Medical Corporation
(Nasdaq: SONT) -- http://www.sontra.com/-- develops platform  
technology for transdermal science.  In addition, the Company owns
technology for transdermal delivery of large molecule drugs and
vaccines.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2006,
the Company has experienced a decline in investors interested in
making an investment in the company over the past year.  If
it does not raise additional capital by Dec. 31, 2006 (as debt or
equity), then the company will run out of cash and will be unable
to continue operations.  Sontra is continuing to pursue additional
capital through several potential identified investors but have
not received a commitment for financing at this time.  If it does
not raise additional capital, the company's Board of Directors may
decide to initiate an orderly wind-down of business operations or
to file for bankruptcy protection under the United States
Bankruptcy Code.  In the event that the company winds down
or files for bankruptcy, there would likely be little or no
proceeds available for its stockholders.


THOMPSON & WALTERS: Panel Hires Sussman Shank as Bankr. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
the Official Committee of Unsecured Creditors in Thompson &
Walters Nursery LLC's chapter 11 case to retain Sussman Shank LLP
as its bankruptcy counsel.

Sussman Shank will:

     a) coordinate the filing and service of motions and other
        papers;

     b) monitor case filings and deadlines;

     c) attend hearings;

     d) prepare filings and negotiating with parties-in-interest
        in this case;

     e) advise the Committee with respect to its duties, powers
        and rights regarding this case;

     f) consult with the Committee and the Debtor regarding
        administration of the case;

     g) supervise the Debtor's post-petition acts; and

     h) perform other legal services for the Committee as may be
        necessary or proper in these proceedings.

To the best of the Committee's knowledge, the firm does not hold
any interest adverse to the Debtor's estate or creditors.

The firm can be reached at:

     Jeffrey C. Misley, Esq.
     Managing Partner
     Sussman Shank LLP
     1000 SW Broadway, Suite 1400
     Portland, OR 97205-3089
     Tel: (503) 227-1111
     Fax: (503) 248-0130
     http://www.sussmanshank.com/

A full-text copy of Sussman Shank's professionals billing rates is
available for free at http://ResearchArchives.com/t/s?1613

Headquartered in Cornelius, Oregon, Thompson & Walters Nursery LLC
wholesales and retails nursery stock.  The Company filed for
chapter 11 protection on Oct. 5, 2006 (Bankr. D. Or. Case No.
06-33096).  Jeanette L. Thomas, Esq., at Perkins Cole LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets of 24,538,461 and debts of
$27,187,244.


TRANSMERIDIAN EXPLORATION: Launches $35MM Preferred Stock Offering
------------------------------------------------------------------
Transmeridian Exploration Incorporated commenced a private
offering of $35 million of its senior redeemable convertible
preferred stock.  The preferred stock will be convertible at the
option of the holder into common stock at a specified conversion
price to be determined on the date of pricing based on a premium
to the market price of the Company's common stock.  Dividends are
payable quarterly in kind or in cash (if allowed by the terms of
the Company's then existing debt instruments), at the option of
the Company, at a rate to be determined at pricing.  The
conversion price and dividend rate will be subject to adjustment
in the event that the Company does not meet either a specified
average production level for the second quarter of 2007 or a
specified average trading price for its common stock subsequent to
June 30, 2007.

In addition, the Company will have the right at its option to
redeem the preferred stock for cash at a premium to the
liquidation value of the preferred at any time on or after Oct. 1,
2007, subject to certain conditions, and will be required to
redeem the shares for cash at the option of the holder at any time
five years after issuance.  The final terms of the preferred stock
are subject to change and will be finalized at pricing.

The preferred stock will be offered pursuant to Rule 144A under
the Securities Act of 1933 and will be offered within the United
States only to qualified institutional buyers.

In connection with the Offering, a group of private investors
consisting of the Company's chief executive officer and chief
financial officer and two other existing stockholders of the
Company intend to purchase $7 million of the preferred stock in a
concurrent private placement.  The shares issued to these
investors will be at the same price, of the same series and class
and have the same rights, privileges and other terms as the shares
of preferred stock sold in the Offering.  All $7 million from this
private placement has been received by the Company and is
currently being used in its development program.

The Company intends to use the net proceeds from the Offering,
together with the proceeds from the concurrent private placement
of preferred stock, for the continuation of its accelerated
development program in the South Alibek Field and for working
capital and general corporate purposes.

The preferred stock and the common stock issuable upon conversion
have not been registered under the Securities Act of 1933 or the
securities laws of any other jurisdiction.  Unless they are
registered, the securities may be offered and sold only in
transactions that are exempt from registration under the
Securities Act of 1933 or the securities laws of any other
jurisdiction.

                 About Transmeridian Exploration

Transmeridian Exploration Incorporated (AMEX: TMY) is an
independent energy company established to acquire and develop
identified and underdeveloped oil reserves in the region around
the Caspian Sea.  Transmeridian targets medium sized fields with
low initial entry costs, identified reserves, significant upside
reserve potential and a quick payback period of two to three years
and which offer the likelihood of lower than average international
finding costs.

Transmeridian's primary oil and gas property is the South Alibek
Field, in which the company holds a 100% interest through its
subsidiary CaspiNeftTME in Kazakhstan.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Transmeridian Exploration Inc.'s $290 million of 12% senior
secured notes due 2010 are trading at a discount -- 93.75% of the
bond's face amount.  Currently, the bonds are trading at 96.25%.


U.S. ENERGY: To Restructure Flawed Loan Agreement Under Chapter 11
------------------------------------------------------------------
U.S. Energy Biogas Corp. has filed for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the Southern District of
New York.  USEB said that its business is operationally healthy
with attractive growth opportunities, it is current in its payment
of all principal and interest, no monetary defaults exist or are
alleged by any creditors, and it has honored every material
reporting requirement under its loans.

However, USEB said that its current capital structure is impaired
by a flawed and unjustifiably onerous loan agreement negotiated by
its former management with Countryside Power Income Fund that,
absent a restructuring, would cause USEB to become insolvent.   
Having failed in good faith efforts to renegotiate the Countryside
loan, including offering to repay the loan in full, USEB's board
of directors determined that Chapter 11 is the best venue for
pursuing and establishing an appropriate capital structure to
support the continued operation and growth of USEB's business.   
USEB believes that it will be able to achieve a Plan of
Reorganization that will honor 100% of all valid pre-petition
claims.

                 Continuing Operations Unaffected

USEB said that all of its facilities are open and operating as
usual, and that its ongoing operations will be funded by USEB's
substantial continuing cash flow.  USEB intends to continue normal
business relationships and functions with utility customers during
the Chapter 11 process.

USEB has filed a motion for cash collateral that, if granted by
the Court, will provide ample liquidity to pay all vendors and
suppliers in full and under normal terms for goods and services
received by USEB after today's Chapter 11 filing.  USEB also has
filed First Day Motions that, if granted by the Court, will ensure
that employees will continue to be paid as usual, and health care
plans and other benefits for employees and retirees will continue.
USEB's qualified retirement plans for retirees and vested
employees are fully funded and protected by federal law.

    Parent and Parent's UK Subsidiary Not Included in Filing

USEB and its parent company, U.S. Energy Systems, Inc. (Nasdaq:
USEY), said that USEB's Chapter 11 filing did not include USEY or
USEY's other subsidiary, a UK-based natural gas exploration and
development business, UK Energy Systems. Moreover, neither USEY's
nor UKEY's operations are affected by USEB's Chapter 11 filing.

USEY is a "clean and green" energy company that owns and operates
renewable energy, clean energy and power generation businesses in
the U.S. and UK.

       The Best Strategic Alternative for USEY Shareholders

"USEB is an operationally healthy business with exciting growth
potential, and it should also be a valuable business, but instead
its value has been nullified by its capital structure and it has
been on a collision course with insolvency," said Asher E. Fogel,
Chairman of USEB and Chief Executive Officer of USEY.  "Without
meaningful progress in our discussions with Countryside, and with
our opportunity costs continuing to rise, we decided that it is in
the best interests of USEB, and therefore USEY's shareholders, to
move our efforts to recapitalize USEB into the Chapter 11 venue at
this juncture."

"The Countryside loan traps approximately $33 million in cash that
could fund growth investments and help to meaningfully contain our
cost of funds.  Our efforts to improve USEB's capital structure
and enable it to take advantage of its growth opportunities are
consistent with our fundamental business strategy," Mr. Fogel
said.

"USEY's strategy is to identify and acquire high potential clean
and green energy businesses whose values are depressed due to
financial or operating constraints," Mr. Fogel said.  "Our
experienced executive and operating management team work together
to develop and execute focused plans for unlocking trapped value
and building strong and successful businesses for the benefit of
customers, business partners and the USEY's shareholders."

"USEB's U.S. landfill gas business currently generates strong
profit margins and has attractive growth potential.  We believe
that resolving the flawed and unjustifiably onerous Countryside
loan arrangement will unlock significant value for USEY
shareholders.  Moreover, we are moving forward with our highly
experienced renewable energy leadership team to execute business
development plans that we believe can double the level of USEB's
current free cash flow over the next four years," Mr. Fogel
concluded.

In connection with USEB's Chapter 11 filing, USEY stated that it
has agreed to grant a reduced number of warrants to a Secured Term
Loan lender and that it has no further obligation to deliver
additional warrants under a previous warrant purchase agreement.
As announced by USEY on Aug. 10, 2006, a Secured Term Loan lender
required from USEY by Dec. 31, 2006 either an unsecured guaranty
of the USEB business in support of its loan to a USEY affiliate,
or warrants for approximately 4.0 million shares of USEY common
stock exercisable at $0.01 and with a term of 7.5 years.  With
USEB's Chapter 11 filing, USEY is unable to obtain the necessary
waiver from Countryside in order to provide the unsecured guaranty
to the Secured Term Loan lender, and USEY has agreed to grant the
Secured Term Loan lender warrants for approximately 1.1 million
(instead of approximately 4.0 million) shares of common stock at
the same term and conditions. USEY also has agreed to extend the
exclusive agreement with the Secured Term Loan lender to arrange
financing for the Company for an additional 12 months.

                   USEY Completes Transaction to
                   Consolidate Ownership of USEB

Reflecting USEY's confidence in USEB's operational performance,
intrinsic value and growth potential, USEY also reported that it
has completed the acquisition of the approximately 46% of USEB's
stock it previously did not own.  In consideration for the USEB
stock, USEY agreed to assume a promissory note with remaining
payments aggregating $430,000; a contingent obligation based on
the value of Section 29 tax credits, with a face amount of $4.3
million; and other capital and operating expense obligations not
to exceed $1 million.  Management currently anticipates that the
total assumed payments and obligations in the USEB stock
transaction will not exceed an aggregate of $1.43 million.  As
part of the transaction, USEY also agreed to enter into a defined
commercial relationship with the selling stockholder.  Further
information about USEY's acquisition of the USEB stock is
contained in a Form 8-K filed by USEY.

In connection with USEY's consolidation of ownership in USEB, it
also appointed USEY Senior Vice President Adam D. Greene as USEB's
Chief Executive Officer.  Richard J. Augustine will remain USEB
President and continue to oversee day-to-day operations.

                       The Countryside Loan

USEB believes the Countryside loan is flawed and unjustifiably
onerous because, among other factors:

   -- The Countryside loan was the result of a self-dealing
      transaction by members of Countryside's management who, at
      the time, were also serving as USEB's management;

   -- The Countryside loan includes an unduly burdensome 15-year
      "make-whole" provision that in effect constitutes a penalty,
       preventing pre-payment, regardless of current market rates;
       and

   -- The Countryside loan includes covenants that require USEB to
      set aside significant amounts from cash flow in reserve
      accounts, needlessly trapping cash that might otherwise help
      grow the enterprise.

A copy of U.S. Energy Biogas' case summary was published in
yesterday's Troubled Company Reporter.

                      About U.S. Energy

Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp. --
http://www.usenergysystems.com/-- develops landfill gas projects  
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


U.S. ENERGY: Countryside Power Wants Debt Payments Continued
------------------------------------------------------------
Countryside Power Income Fund intends to enforce its rights as
senior secured lender, including seeking protection for the
continuation of debt service payments on U.S. Energy Biogas
Corp.'s loan.  This action is in connection with U.S. Energy
Biogas and its affiliates' bankruptcy filing.

The Fund's CDN$102 million loan to U.S. Energy Biogas is
collateralized by all of the Debtors' operating assets and cash
reserves.

Management and the trustees of the Fund are currently in the
process of assessing the impact of the reorganization filing by
U.S. Energy Biogas on the Fund and intend to provide a further
update shortly.

U.S. Energy Biogas and its 31 of its affiliates filed for
chapter 11 protection Wednesday with the U.S. Bankruptcy Court for
the Southern District of New York.

A copy of U.S. Energy Biogas' case summary was published in
yesterday's Troubled Company Reporter.

                     About Countryside Power

Countryside Power Income Fund (TSX: COU.UN) has investments in two
district energy systems in Canada, with a combined thermal and
electric generation capacity of approximately 122 megawatts, and
two gas-fired cogeneration plants in California with a combined
power generation capacity of 94 megawatts.  In addition, the Fund
has an indirect investment in 22 renewable power and energy
projects located in the United States, which currently have
approximately 51 megawatts of electric generation capacity and
sold approximately 750,000 MMBtus of boiler fuel in 2004.  The
Fund's investment in the projects consists of loans to, and a
convertible royalty interest in, U.S. Energy Biogas Corp.

                      About U.S. Energy

Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp. --
http://www.usenergysystems.com/-- develops landfill gas projects  
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


ULTRAPETROL BAHAMAS: Moody's Lifts Corporate Family Rating to B2
----------------------------------------------------------------
Moody's Investors Service raised the ratings of Ultrapetrol
Bahamas Limited corporate family and senior secured to B2 from B3.

The rating outlook is stable.

The upgrades reflect the benefits of diversification from the
company's growing Platform Supply Vessel and Passenger shipping
segments and expectations of lower leverage and higher coverage
measures resulting from the recent primary share offering.  A
supportive PSV rate environment and the River segment's market-
leading position should balance the effects of potential softness
in the Ocean segment that could arise if a contemporaneous decline
in the demand for both petroleum and dry-bulk products were to
occur.

The ratings are constrained by Ultrapetrol's small size, the high
concentration of revenues with a few customers, and each segment's
exposure to cyclical markets.  The company's stated plans to grow
via vessel acquisitions, which Moody's believes will be
significantly debt-financed, and the lack of a revolving credit
facility, which weakens liquidity, further constrain the ratings.

"The stable outlook reflects Moody's belief that earnings from the
expanding, higher-margin PSV operations, as well as steady
aggregate demand in the River, Ocean and Passenger segments will
support modest growth in revenues and earnings through fiscal
2007, and should help offset the effects of potentially higher
debt resulting from selected debt-financed vessel acquisitions"
said Jonathan Root, Moody's Shipping Analyst.

There is little upward pressure on the ratings over the
intermediate term.  Moody's believes the age of the fleet and the
stated growth strategy will result in continuing meaningful cash
outflows for drydockings and debt-financed vessel acquisitions,
which should offset benefits to leverage and coverage realized
from strong demand and the PSV fleet.

Over the long term, Ultrapetrol's ability to maintain Debt /
EBITDA below 3.5x and EBIT/Interest above 2.5x could result in an
upgrade. The ratings could be downgraded if Ultrapetrol were to
sustain Debt/EBITDA above 5.5x or EBIT/Interest below 1.1x.  While
the outlook for the company's business segments is supportive over
the near term, the pace and scope of vessel acquisitions will
likely influence the timing of any potential future rating action.

The B2 rating on the $180 million of senior secured notes is the
same as the Corporate Family Rating as the notes comprise the
majority of Ultrapetrol's debt.  The Notes are issued at the
parent company, secured by certain assets and guaranteed by
certain of the company's subsidiaries, but are effectively
subordinated to obligations of the non-guarantor subsidiaries.
Asset coverage from those vessels securing the Notes is modest.  
However, Moody's believes that consolidated asset value, including
the estimated value of the equity of the non-guarantor
subsidiaries after claims at those entities, would cover
consolidated debt obligations, providing adequate coverage of the
Note obligations.  Moody's does not apply its Loss Given Default
Methodology to Ultrapetrol as the company is domiciled outside the
U.S.

Upgrades:

   * Issuer: Ultrapetrol Bahamas Limited

     -- Corporate Family Rating, Upgraded to B2 from B3

     -- Senior Secured Regular Bond/Debenture, Upgraded to B2
        from B3

Withdrawals:

   * Issuer: Ultrapetrol Bahamas Limited

     -- Issuer Rating, Withdrawn, previously rated Caa2

Ultrapetrol Bahamas Limited a Bahamian corporation headquartered
in Nassau, Bahamas, is a diverse international marine
transportation company.  The company operates in four segments:
River, Ocean, Offshore Platform Supply and Passenger.


UNITED AUTO: Moody's Rates Proposed $325MM Sr. Sub. Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to United Auto
Group's proposed $325 million senior subordinated notes.  At the
same time, the company's existing 9.625% subordinated notes were
upgraded to B2 from B3, with all other ratings affirmed.

The rating outlook is stable.

The net proceeds from the subordinated notes are expected to be
used to repay approximately $50 million outstanding under the
$600 million revolving credit facility with the remainder used to
repay floorplan financing and transaction costs.  In March 2007,
the company intends to re-borrow under its floorplan and U.S.
credit agreements and use the proceeds to redeem its existing
$300 million 9.625% senior subordinated notes.

The ratings for the senior subordinated facilities reflect both
the overall probability of default of the company, to which
Moody's assigns a PDR of B1, and a loss given default of LGD 5 for
the new subordinated notes and convertible senior subordinated
notes and an LGD 4 for the 9.625% non-convertible senior
subordinated notes.  The ratings of all three facilities reflect
the significant amount of secured debt ahead of the subordinated
notes in the capital structure.  

The new subordinated notes and convertible notes benefit from
the full guarantees of substantially all of the existing and
future wholly-owned U.S. subsidiaries, while the existing 9.625%
subordinated notes benefit from the full guarantees of
substantially all of the existing and future wholly-owned U.S.
subsidiaries and partially-owned U.S. subsidiaries.  The upgrade
in the 9.625% subordinated notes to B2 from B3 reflects a lower
expected loss driven largely by a lower LGD point estimate  due to
the additional debt cushion provided by the new subordinated
notes.

The affirmation of United Auto's ratings reflects the company's
stable credit profile based on the criteria outlined in Moody's
U.S. Auto Retailers Rating Methodology.  United maps to a strong
single B rating on the majority of the factors described in the
methodology despite its modest exposure to the domestic car
manufacturers, which continue to experience operating challenges,
based on its slightly negative financial metrics and modestly
aggressive financial policies.  

Moody's believes that the company's diverse business model and
strong cash flow generating abilities help offset these
uncertainties and the relatively high adjusted leverage of just
over 5x.

These ratings were affected by this action:

Rating assigned:

   -- $325M senior subordinated guaranteed notes at B3, LGD5,
      88%;

Ratings revised:

   -- $300M senior subordinated guaranteed notes to B2, LGD4,
      69% from B3, LGD5, 81%;

Ratings affirmed:

   -- $375M convertible senior subordinated notes at B3, LGD5,
      88% from LGD6, 92%

Corporate family rating at B1.

United Auto Group, headquartered in Detroit, Michigan, is one of
the largest automotive retailers in the U.S. and operates about
320 franchises.  Revenues approximated $11.10.8 billion for the
LTM Sept. 2006.


VESTA INSURANCE: Gordon Gaines Rejects Birmingham Facility Lease
----------------------------------------------------------------
J. Gordon Gaines Inc., a subsidiary of Vesta Insurance Group Inc.,
obtained authority from the U.S. Bankruptcy Court for the Northern
District of Alabama to reject its facility lease in Birmingham
effective Dec. 31, 2006.

The Court directed Gaines to pay a $47,420 gross monthly rent
for October to December 2006, constituting full and exclusive
monetary obligation due by Gaines to SG/SPV Property I, LLC, for
the operating period.  Gaines, however, will have a continuing
obligation to pay all fixed and variable operating costs.

SG/SPV Property may ask Gaines to vacate and surrender a portion
of the Leased Premises after Nov. 1, 2006.  Gaines will be
left with at least 20,000 square feet of space within the Leased
Premises that will include the existing computer room and a
proportionate share of the exterior window halls of the building.

In the event that SG/SPV Property enters into a new lease
agreement with Infinity Insurance Company commencing Jan. 1, 2007,
Gaines will vacate the Leased Premises by Dec. 31, 2006.  Gaines
will have no responsibility to remove any property that is the
subject of a Court-approved sale of property to Infinity.

Gaines will vacate and surrender to SG/SPV Property all of its
right, title, and interest in and to the Leased Premises by
Dec. 31, 2006.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding  
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.  
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,LLC,
represents the petitioning creditors.  In its schedules of assets
and liabilities, Vesta listed $14,919,938 in total assets and
$214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VESTA INSURANCE: Panel Wants to Prosecute Claims Against Insiders
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Vesta Insurance
Group Inc.'s bankruptcy case asks the U.S. Bankruptcy Court for
the Northern District of Alabama to grant it standing to prosecute
any and all claims which the Debtor may have against the current
and former officers or members of Vesta's board of directors,
including claims covered by:

   (i) a $25,000,000 Management Liability and Company
       Reimbursement Policy from XL Specialty Insurance Company;
       and

  (ii) a $10,000,000 excess liability policy from Lloyd's.

The VIG Committee tells the Court that Vesta, acting through
one or more of the Insiders, extended the term of the XL Policy
from Dec. 31, 2006, to Dec. 31, 2007.  A $1,250,000 premium was
paid for the Policy extension.

Colin M. Bernardino, Esq., at Kilpatrick Stockton LLP, in
Atlanta, Georgia, relates that the Policies are "claims-made"
policies covering certain types of claims made while the Policies
are in effect.  The XL Policy includes a cancellation endorsement
providing for a refund of the Extension Premium if a court, among
others, compels Vesta to cancel the Policy Extension.

"Thus, if the Claims are asserted before Dec. 31, 2006, and
the Court orders the Debtor to cancel the Policy Extension, the
$1,250,000 Extension Premium can be recovered for the Estate
without prejudicing the Estate's ability to access the XL Policy
as a source of recovery on the Claims," Mr. Bernardino says.

Moreover, Mr. Bernardino states that Vesta's Second Amended Plan
of Liquidation provides for a trustee to investigate and
prosecute claims for the benefit of the Estate and its creditors.

The VIG Committee wants the Claims asserted and prosecuted in
case the Plan is not confirmed or does not become effective in
time for the Plan Trustee to be appointed before Dec. 31, 2006.

Mr. Bernardino notes that Vesta continues to be controlled by
Insiders who may have engaged in the acts or omissions giving
rise to the Claims.  The Insiders cannot be expected to cause the
Debtors to pursue the Claims against themselves or other officers
or directors with whom they may have had relationships, he says.

"There is no question that, given appropriate proof of breaches
by current and former officers or current and former directors of
their duties to the Debtor or its constituents, the Claims would
support a recovery for the Estate," Mr. Bernardino maintains.  
"The Claims are viable causes of action under applicable non-
bankruptcy and bankruptcy law and are not subject to defenses
that would entitle the Insiders to judgments as a matter of law."

The VIG Committee insists that failure to assert the Claims will
subject the Estate to loss of coverage under the Lloyd's Policy
and the choice of recovering the Extension Premium or preserving
coverage under the XL Policy.

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding  
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.  
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,LLC,
represents the petitioning creditors.  In its schedules of assets
and liabilities, Vesta listed $14,919,938 in total assets and
$214,278,847 in total liabilities.

J. Gordon Gaines, Inc., is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The Company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WELLINGTON PROPERTIES: Court Approves LaSalle Revised Pact
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina approved a revised settlement agreement between
Wellington Properties LLC and LaSalle Bank National Association.

Under a revised settlement agreement, the Debtor and LaSalle
stipulate that:

   a. LaSalle will waive its lien or security interest, if
      any, with respect to the $33,961 balance and subordinate
      its right to receive payment on its unsecured deficiency
      claim otherwise payable from the $33,961 balance, to the
      payment of:

      -- $26,721 to the holders of allowed unsecured claims
         other than LaSalle, representing a 25% dividend on other
         allowed unsecured claims in the aggregate amount of
         $106,887, with any unclaimed funds or de minimis
         distributions to be paid over to the Clerk of the
         Bankruptcy Court; and

      -- allowed administration costs determined by the Court
         as reasonably necessary to wind up and close the
         proceeding, consisting of attorneys' fees and expenses
          of the Debtor's counsel and quarterly court fees.

   b. The Debtor will disburse:

      -- that part of LaSalle's cash collateral consisting of
         postpetition rents in the amount of $60,326 to LaSalle
         immediately upon the Court's approval of the compromise;
         and

      -- after payment of the 25% dividend to the holders of
         other allowed unsecured claims and allowed costs of
         administrative, disburse the remaining funds in the
         estate to LaSalle.

   c. Upon completion of the distributions, the Debtor would file
      a final report and seek entry of an order dismissing the
      case or a final decree to close the case.

The Court also authorized to disburse $64,092.20 of the funds on
deposit with the Debtor's counsel to Capmark Finance Inc. as the
special servicer for LaSalle for application to its secured claim.

In addition, the Debtor is permitted to disburse the remaining
funds of $38,172.84 as:

   a) in payment of allowed administrative costs and expenses,

   b) $26,721.84 to the holders of allowed unsecured claims other
      than LaSalle, pro rata among the holders of that allowed
      unsecured claims, with any unclaimed funds or de minimus
      distributions to be paid over the Bankruptcy Clerk, and

   c) the remaining balance to LaSalle.

As reported in the Troubled Company Reporter on Aug. 29, 2006,
LaSalle Bank, a creditor holding a $12,726,991 claim against the
Debtor, purchased all of the Debtor's properties through its
$10,650,000 credit bid.  LaSalle retained a secured deficiency
claim of $1,108,048.

The Debtor had $103,211 remaining cash, $60,326 of which according
to the Court, in its prior orders, constitutes LaSalle's cash
collateral.  

On June 7, 2006, the Debtor sought to resolve LaSalle's claim,
contending that due to the size of LaSalle's deficiency claim,
other unsecured creditors would not receive a meaningful dividend.

The Debtor also said that it is not aware of any other assets or
recoveries, which could be made, or any potential bankruptcy
causes of action which could be pursued by a chapter 7 trustee in
the event its case is converted.

The Court, in a July 31, 2006 order, asked the parties to
renegotiate the settlement.

Based in Durham, North Carolina, Wellington Properties LLC owns
and operates Wellington Place, a 501-unit apartment complex in
Durham, North Carolina.  The Company filed for chapter 11
protection on March 29, 2005 (Bankr. M.D.N.C. Case No. 05-80920).  
Brian D. Darer, Esq., and John A. Northen, Esq., represent the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the case.  When the
Debtor filed for protection from its creditors, it listed total
assets of $11,625,087 and total debts of $12,632,012.


WELLS FARGO: Fitch Assigns 'B' Rating to $275,000 Class B-5 Certs.
------------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2006-19,
are rated by Fitch Ratings:

   -- $267,463,646 classes A-1 through A-4, A-PO, and A-R 'AAA';

   -- $5,778,000 class B-1 'AA';

   -- $551,000 class B-2 'A';

   -- $550,000 class B-3 'BBB';

   -- $275,000 class B-4 'BB'; and

   -- $275,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 2.8%
subordination provided by the 2.1% class B-1, the 0.2% class B-2,
the 0.2% class B-3, the 0.1% privately offered class B-4, the 0.1%
privately offered class B-5, and the 0.10% privately offered class
B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

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 primary servicing
capabilities of Wells Fargo Bank, N.A.

The transaction consists of one group of 476 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $275,168,799 as
of Nov. 1, 2006, and the average principal balance is $578,086.

The weighted average original loan-to-value ratio of the loan pool
is approximately 73.76%.  The weighted average coupon of the
mortgage loans is 6.081%, and the weighted average FICO score is
752.  The states that represent the largest geographic
concentration are California, New Jersey, Virginia, Washington  
and Texas.

All other states represent less than 5% of the outstanding balance
of the pool.

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 WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
one real estate mortgage investment conduit for federal income tax
purposes.


WELLS FARGO: Fitch Places Low-B Ratings on Two Certificate Classes
------------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2006-20,
are rated by Fitch Ratings:

   -- $196,555,047 classes A-1, A-PO, and A-R 'AAA';
   -- $2,303,000 class B-1 'AA';
   -- $400,000 class B-2 'A';
   -- $401,000 class B-3 'BBB';
   -- $200,000 class B-4 'BB'; and
   -- $200,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 1.85%
subordination provided by the 1.15% class B-1, the 0.2% class
B-2, the 0.2% class B-3, the 0.1% privately offered class B-4, the
0.1% privately offered class B-5, and the 0.10% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.

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 primary servicing
capabilities of Wells Fargo Bank, N.A.

The transaction consists of one group of 319 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 15 years.  The
aggregate unpaid principal balance of the pool is $200,260,197 as
of Nov. 1, 2006, and the average principal balance is $627,775.

The weighted average original loan-to-value ratio of the loan pool
is approximately 62.73%.  The weighted average coupon of the
mortgage loans is 6.190%, and the weighted average FICO score is
751.  The states that represent the largest geographic
concentration are California, Texas, New York, and New Jersey. All
other states represent less than 5% of the outstanding balance of
the pool.

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 WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
one real estate mortgage investment conduit for federal income tax
purposes.


WICKES INC: Judge Black OKs Vanek Vickers as Special Counsel
------------------------------------------------------------
The Honorable Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, has authorized
Wickes Inc. to retain Vanek, Vickers & Masini, PC, as its special
counsel.

The firm will perform all legal services in connection with the
Debtor's federal and state antitrust claims against certain
manufacturers of Oriented Strand Boards.

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Vanek Vickers will:

   (1) prepare all pleadings, including the complaint and any
       subsequent amended complaints;

   (2) draft and respond to discovery requests, including
       admissions, interrogatories and requests for production of
       documents;

   (3) conduct depositions;

   (4) conduct settlement discussions;

   (5) try any cases associated with the Antitrust Claims if
       necessary; and

   (6) address any appeals if necessary.

For its professional services, Vanek Vickers will charge on a
contingent fee basis equal to 35% of any recovery the firm
achieves on behalf of the Debtor in connection with the antitrust
claims.

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of   
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP serves as counsel for
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, it listed $155,453,000
in total assets and $168,199,000 in total debts.


WICKES INC: Creditors Panel Brings In LECG LLC as Expert Witness
----------------------------------------------------------------
The U.S Bankruptcy Court for the Northern District of Illinois,
Eastern Division, allowed the Official Committee of Unsecured
Creditors in Wickes Inc.'s Chapter 11 Case to retain LECG LLC, as
an expert witness, effective as of Sept. 21, 2006.

LECG will assist the Committee by providing expert financial
analysis and testimony regarding certain transfers the Debtor made
prior to its bankruptcy filing.

Among other things, LECG will collect and analyze relevant
financial data related to the Debtor's business to evaluate the
Debtor's solvency before and after certain transactions.

LECG will apply standard methodologies to evaluate the impact of
certain transfers on the Debtor's solvency and whether the
consideration for those transfers was reasonably equivalent to
the value of the transferred assets.

LECG will also evaluate the impact of certain transfers on the
Debtor's ability to continue to meet its financial obligations.

The current hourly rate for the firm's professionals are:

       Designation                        Hourly Rate
       -----------                        -----------
       Senior Managing Director               $550
       Senior Professional Staff          $200 to $550
       Associates and Senior Associates   $175 to $275
       Research Analysts                  $165 to $195

To the best of the Committee's knowledge, LECG does not have an
interest materially adverse to the Committee, the Debtor, the
creditors, or other parties in interest in this case.  The
Committee assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of   
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP serves as counsel for
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, it listed $155,453,000
in total assets and $168,199,000 in total debts.


XEROX CAPITAL: Moody's Raises Ba1 Sr. Unsec. Debt Rating to Baa3
----------------------------------------------------------------
Moody's Investors Service raised the ratings of Xerox Corporation
and supported subsidiaries, upgrading Xerox's senior unsecured to
Baa3 from Ba1.

The upgrade reflects the company's solid business execution,
stable profitability, and solid free cash flow generation.  

The steady reduction of secured debt, which Moody's expects to
continue, also supports the upgrade, as does Xerox's disciplined
financial philosophy with respect to maintaining strong balance
sheet liquidity and modest financial leverage.

The outlook is positive based on the company's good prospects to
continue growing its installed base of equipment that drives its
post sales annuity revenue streams.

The senior unsecured rating of Baa3 with a positive outlook
reflects Xerox's solid competitive position in the mature and
competitive office equipment sector, as well as its fairly
predictable operating performance that stems from its annuity
based business model where 72% of revenues are recurring.

Over the next year, Moody's expects modest, low single digit
revenue driven by the post sale revenue that follows the good unit
installations Xerox has achieved with customers over the last
several quarters.  Since Moody's changed the ratings outlook to
positive in September 2005, Xerox has continued to demonstrate
good installation growth throughout its product offering and
remains well positioned with a good product lineup.

"While Moody's anticipates consistent operational execution and
stable operating margins, product pricing remains very
competitive, especially with the faster growing color
multifunction devices, where Xerox is well positioned," says
Moody's Richard Lane.

"This will require continued focus on operational efficiencies and
cost management."

Moody's views Xerox as well positioned to maintain or grow its
installed base over the intermediate term.  At the same time,
overall product mix has shifted slightly downward, which has
contributed to slight pressure on gross margins, although they
remain over 40%.  Consistent and well managed operating expenses
have contributed to operating margins remaining in the 8% to 9%
range

Importantly, the company continues to consistently reduce the
level of secured debt in its capital structure.  Since June 2005,
secured debt has been nearly cut in half to $2.3 billion and
Moody's says this trend should continue.

Liquidity and financial flexibility remain solid, with cash
balances of $1.6 billion at September 2006 plus access to a
$1.25 billion unsecured revolving credit facility, for which
covenant room is expected to remain ample.  Combined with Moody's
expectations of stable to improving annual free cash flow, Xerox
is well positioned to meet (1) aggregate public debt maturities of
approximately $282 million through 2008, as well as (2) potential
calls on liquidity related to outstanding shareholder litigation.

Ratings raised include:

   * Xerox Corporation

     -- Senior unsecured to Baa3 from Ba1

     -- Senior unsecured shelf registration to (P) Baa3 from (P)
        Ba1

     -- Trust preferred to Ba1 from Ba2

     -- Subordinated shelf registration to (P) Ba1 from (P) Ba2

     -- Preferred shelf registration to (P) Ba1 from (P) Ba2

   * Xerox Credit Corporation

     -- Senior unsecured to Baa3 from Ba1 (support agreement
        from Xerox Corporation)

Concurrently, Moody's has withdrawn these ratings for Xerox, which
are applicable to non investment grade issuers:

   * Corporate Family Rating

   * All LGD assessments

   * SGL rating

Xerox Corporation, headquartered in Stamford, Connecticut,
develops, manufactures and markets document processing systems and
related supplies and provides consulting and outsourcing document
management services.


ZIFF-DAVIS: Near-Term Credit Default Cues Moody's to Junk Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded Ziff-Davis Media, Inc.'s
Corporate Family rating to Caa3 from Caa1.

These are the rating actions:

   * Ratings downgraded:

     -- $205 million of first lien floating rate notes due 2012
        downgraded to Caa1, LGD2, 29% from B3, LGD3, 43%;

     -- Corporate Family rating downgraded to Caa3 from Caa1; and

     -- PDR downgraded to Caa3 from B3.

The Speculative Grade Liquidity rating remains unchanged at SGL-4.

The rating outlook is stable.

The ratings downgrade reflects Moody's view that Ziff Davis could
face a near-term default on its debt obligations, absent a waiver
from its bond holders.

In addition, Moody's considers that a sale of assets or a
restructuring of Ziff Davis' balance sheet could result in
compromised recovery to the company's debtholders, especially to
holders of its $152 million unrated compounding notes, and its
parent's $971 million of unrated mandatorily redeemable preferred
stock.

At the end of Sept. 2006, the company reported consolidated cash
of $11 million, a decrease from the $34 million posted at the end
of December 2005.  Ziff-Davis expects that cash on hand and cash
generated from operations will be sufficient to meet its
liquidity, working capital and capital spending needs, although it
is unclear the company will have sufficient funds to make
subsequent payments.

To date, the company has not announced any resolution to its
exploration of strategic alternatives, including the possible sale
of some or all of its assets.  In addition, the company cautions
that uncertain refinancing and asset sales prospects raise doubt
about its ability to continue as a going concern.

The difference between the two-notch downgrade of the CFR versus
the one-notch downgrade of the first lien floating rate notes is
largely explained by Moody's adoption of a fundamental valuation
approach in its LGD model at a recovery estimate of 45%.

Headquartered in New York, Ziff-Davis Media, Inc. is a media
company serving the technology and videogame markets and one of
the largest technology magazine publishers in the U.S.  The
company recorded $182 million of revenue in the last twelve months
ended Sep. 2006.


* Alvarez & Marsal Establishes Operations in Canada
---------------------------------------------------
Alvarez & Marsal has expanded its North American operations to
Canada with the opening of a Toronto office.  Douglas R. McIntosh,
the former head of KPMG's Canadian restructuring practice, has
been named managing director and head of Alvarez & Marsal Canada
ULC.  He also joins the firm's executive committee for commercial
restructuring in North America.

A pioneer in the nascent corporate restructuring industry at the
time of its inception in 1983, Alvarez & Marsal has advanced
concepts associated with corporate renewal, and was also among the
first specialist turnaround firms to expand its global reach in
Europe in 2000, followed by the opening of offices in Asia and
Latin America.  The firm's professionals excel at problem-solving
and value creation, serving in advisory and interim management
roles (when necessary), including chief restructuring officer,
chief executive officer, and chief financial officer, among a
range of other key posts to accelerate operational and financial
performance improvement.  Alvarez & Marsal brings a results-
oriented track record for providing turnaround and interim
management, performance improvement and other advisory services to
clients with cross-border operations.  

"The strong business and financial relationship between Canada and
the U.S. makes a presence in Canada a natural step for Alvarez &
Marsal," said Bryan Marsal, co-CEO of the firm.  "In addition,
because Alvarez & Marsal is not an audit and accounting firm, our
business platform is not subject to conflict of interest or
auditor independence issues, and can, therefore, provide more
effective and responsive client service than the large public
accounting firms.  

"Doug has enormous credibility in the legal, financial, political
and business communities in Canada, and he knows how to get things
done," Mr. Marsal added.  "He exemplifies the kind of world class
talent we seek to bring on board in Canada, and has already hit
the ground running to help build our North American presence and
team."

"In the past several years, the Canadian market has seen a major
shift in demand from creditor to company driven solutions," said
Mr. McIntosh.  "Corporate management and boards of directors are
now taking a more proactive approach to dealing with problems and
bringing in professionals who have the skill sets necessary to
solve problems, implement positive change and maximize value for
stakeholders.

"Alvarez & Marsal's global presence, depth and breadth of
expertise in crisis and interim management and traditional
restructuring and insolvency services set the firm apart in the
Canadian market," he added.  "What's more, A&M brings
comprehensive cross-border capability to clients, a critical
element in today's highly integrated North American economy.  That
expertise is combined with the firm's suite of complementary
services such as global corporate finance, performance
improvement, dispute analysis and forensics, real estate and
business consulting, among others.    This comprehensive range of
services will provide tremendous value to clients."   

With more than two decades of turnaround and restructuring
experience, Mr. McIntosh has advised clients in both the private
and public sectors, leading numerous engagements involving cross-
border operations as well as significant out-of-court and Court
sanctioned restructurings.  He also has extensive experience
serving in interim management roles, having operated and sold
numerous businesses as court appointed or privately appointed
receiver.

Mr. McIntosh also has been very active in the recent insolvency
reform process in Canada, serving as vice-chair of the Joint Task
Force Steering Committee on Insolvency Reform and as a member of
the Joint Legislative Review Task Force Committee, charged with
responding to draft Bill C-55.  

Mr. McIntosh holds a bachelor's degree in commerce from Queen's
University, where he has served as chair of the advisory board to
the School of Business from 2000 to 2004, and currently sits as
past chair. He is a chartered accountant, chartered insolvency and
restructuring practitioner, and a Canadian trustee in bankruptcy.  
He is also a frequent speaker on restructuring matters, and an
active member of the Insolvency Institute of Canada and the
Canadian Association of Insolvency and Restructuring
Professionals.

Prior to joining A&M, Mr. McIntosh spent 25 years with KPMG, LLP
in Canada, where he served as leader of the firm's Canadian
restructuring practice for the past seven years.

                        About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex operational, financial and organizational
challenges.  The firm excels in problem solving and value
creation, and brings a bias toward executing solutions with a
distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* L. Goldberger Talks to Underwriting Group at Annual Conference
----------------------------------------------------------------
Leonard P. Goldberger was a featured speaker at the Professional
Liability Underwriting Society's Annual International Conference
held November 8-10 at Hyatt Regency in Chicago, Illinois.

Mr. Goldberger, a Shareholder at Stevens & Lee, joined other
panelists to discuss the topic, "Risks and Rewards of Bankrupt
Companies," where they identified aspects of bankruptcy cases that
may implicate directors and officers' insurance coverage.  They
identified strategies and tactics for litigating D&O insurance
coverage disputes in the context of bankruptcy cases and
negotiating settlements of D&O insurance coverage disputes in
connection with funding plans of reorganization and other tools
only available in bankruptcy cases.  In addition the panelists
discussed  how E&O claims may impact insurance relating to
directors and officers, fiduciaries, financial institutions,
accountants and lawyers.

Mr. Goldberger has 30 years of experience in business bankruptcy
law.  He represents insurers in asbestos, mass tort and
environmental bankruptcy cases and works with clients in the
acquisition and financing of financially distressed businesses.  A
former Vice President, Director and Executive Committee member of
the American Bankruptcy Institute, Mr. Goldberger is the current
Chair of the American Bar Association's Committee on Insurance
Coverage Subcommittee on Insolvency and a member of the ABA's
Litigation Section and its Tort Trial and Insurance Practice
Section.

Mr. Goldberger lectures and writes extensively on bankruptcy law
topics and serves on the editorial board of the American
Bankruptcy Institute Journal.  He has appeared as a guest
commentator on Court TV.  He received a J.D. from Villanova
University School of Law and graduated summa cum laude from Temple
University.

Stevens & Lee is a professional services firm of approximately 180
lawyers and more than 30 business and consulting professionals.
The firm represents clients throughout the Mid-Atlantic region and
across the country from 14 offices in the following locations:
Reading, Harrisburg, Lancaster, Philadelphia, Valley Forge, the
Lehigh Valley, Scranton, Williamsport and Wilkes-Barre,
Pennsylvania; Princeton and Cherry Hill, New Jersey; Wilmington,
Delaware; New York City; and Charleston, S.C.


* Thomas Elliott Joins Alvarez & Marsal as Managing Director
------------------------------------------------------------
Thomas L. Elliott III has joined Alvarez & Marsal as a managing
director and co-head of the firm's Public Sector group.  Based in
Atlanta, he joins co-heads William Roberti and Sajan George to
lead the group, which serves entities including school systems and
other federal, state and municipal government organizations.

Bringing more than 26 years of executive leadership and
professional services experience to the firm, Mr. Elliott
specializes in providing turnaround, restructuring and performance
improvement solutions.  

Prior to joining A&M, he was president of the Global Commercial
Industries business unit of Unisys Corp., a global consulting
services and technology company, and served as a member of its
Executive Committee.  Before that, he was an Executive Vice
President at BearingPoint, where he served as a member of the
firm's executive team.

"Alvarez & Marsal has established a significant track record of
bringing a business-like approach to improving the finances,
operations and service delivery of public sector organizations,
ranging from school districts to hospitals to government
agencies," said Bryan Marsal, co-founder and co-CEO of Alvarez &
Marsal.  "Tom brings an outstanding background in consulting as
well as a personal passion for serving the public interest.  We
are delighted to welcome him to our growing team of senior
professionals dedicated to this sector."

Earlier in his career, Mr. Elliott spent 22 years with Arthur
Andersen, where he provided business consulting and financial
advisory services to many Global 1000 companies across a wide
range of industries.  At Andersen, he held several executive
leadership positions, serving as a member of the global executive
team, the firm's top global leadership team, and on the board of
partners.  Mr. Elliott was also the managing partner of Andersen's
U.S. business consulting practice and global communications and
entertainment group.  A certified public accountant, he earned a
bachelor's degree in business administration and a master's degree
in accounting from the University of Georgia.

Alvarez & Marsal Public Sector Services helps public sector
entities identify new ways to overcome challenges and implement
sustainable change - pioneering an approach based on operational
and financial improvement principals that have proved powerful in
the private sector.  As the first known professional services firm
specializing in corporate restructuring to be hired by a public
school district to implement "turnaround" reforms, Alvarez &
Marsal has amassed an unparalleled track record, working with
districts in St. Louis, New Orleans, before and after Hurricane
Katrina, Wilmington, Delaware, the U.S. Virgin Islands and New
York City.  

                      About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a  
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex operational, financial and organizational
challenges.  The firm excels in problem solving and value
creation, and brings a bias toward executing solutions with a
distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* BOOK REVIEW: The Chief Executives
-----------------------------------
Author:     Isadore Barmash
Publisher:  Beard Books
Paperback:  260 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982285/internetbankrupt


The Chief Executives by Isadore Barmash is a provocative book
dealing with the chief executive cult in America.  This should be
read by anyone interested in the American corporate system and
those who run it.

Isadore Barmash, one of the country's most respected business
writers, takes a penetrating look into the minds, hearts,
consciences, attitudes, and life styles of the CEOs of the 1970s.

This surprisingly candid book is based upon extensive research and
interviews with influential corporate chiefs, management
consultants, and economists.

Among others, Reginald Jones of GE, Irving Shapiro of Du Pont, and
John de Butts of AT&T offer new insights into management's modus
operandi, problems, and their own special public and private
worlds.

                             *********

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 ***