TCR_Public/061204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 4, 2006, Vol. 10, No. 288

                             Headlines

AAR CORP: Good Financial Performance Cues Moody's Rating Upgrades
ADELPHIA COMMS: Voting Results Show Support for Fifth Amended Plan
ADVANCED MICRO: Gets DOJ Subpoena on Antitrust Violations Inquiry
AIRTRAN HOLDINGS: Expresses Interest in USAir-Delta Assets
AKSYS LTD: Sept. 30 Stockholders' Deficit Widens to $34.8 Million

ALASKA AIRLINES: Posts $20.1 Million Net Loss in 2006 3rd Quarter
ALBERT DOWDEN: Case Summary & 17 Largest Unsecured Creditors
ALERIS INT'L: $3.4-Bil. Texas Pacific Deal Cues S&P to Pare Rating
AMERICAN TOWER: Leasing Prospects Prompt S&P to Hold BB+ Rating
AMERIVEST PROPERTIES: Completes Office Buildings Sale to Koll/PER

ANGIOTECH PHARMA: Moody's Rates $325 Million Senior Notes at Ba3
ANGIOTECH PHARMA: S&P Rates $325 Million Senior Notes at B+
ASARCO LLC: Wants LECG LLC as Environmental Consultant
ASARCO LLC: Court Okays Winters Dorsey as Special Purpose Advisor
ASSET BACKED: Fitch Rates $13 Million Class M11 Certificates at BB

ASSET BACKED: Fitch Rates $13.96 Million Class Certificates at BB
BACH TO ROCK: Voluntary Chapter 11 Case Summary
BANC OF AMERICA: Fitch Rates $1.5 Million Class Certificates at BB
BON-TON STORES: Posts $10.9 Mil. Net Loss in Third Fiscal Quarter
BOWATER INC:  Posts $216.1 Million Net Loss in 2006 Third Quarter

CAIRN MEZZ: Moody's Rates $16 Million Class E Secured Notes at Ba1
CARAUSTAR INDUSTRIES: Debt Reduction Cues Moody's to Hold Ratings
CENTRAL PARKING: Retains Blackstone Group as Financial Advisor
CENTRAL PARKING: Blackstone Engagement Cues S&P's Negative Watch
CEP HOLDINGS: Taps McDonald Hopkins as Special Conflicts Counsel

CHAPARRAL STEEL: Moody's Lifts Corp. Family Rating to Ba3 from B1
CHATEAUX FRAMING: Case Summary & 20 Largest Unsecured Creditors
CHEMTURA CORP: Posts $39.9 Million Net Loss in 2006 Third Quarter
CINCINNATI BELL: Carl Redfield Resigns as Director
COLLINS & AIKMAN: Seeks Bridge Order Extending Plan-Filing Period

COLLINS & AIKMAN: Textron Wants to Sell C&A Products' Shares
COLLINS & AIKMAN: Rejects Ten Contracts and Leases
COMPLETE PRODUCTION: Prices $650 Mil. Sr. Notes Private Offering
COPANO ENERGY: Prices Public Offering at $59.11 per Unit
CROWN CASTLE: Completes $1.55 Bil. Tower Revenue Notes Offering

CROWN CASTLE: Moody's Rates $83-Mil. Class G Senior Notes at Ba2
CWABS INC: Moody's Chips Rating on Class B-1 Tranches to Ba3
DANA CORPORATION: Wants to Participate in Hicks's PI Appeal
DANA CORP: Inks Pact Moving Danacq Lease Decision Date to Jan. 12
DANA CORP: Trade Creditors Sell 814 Claims Totaling $8,181,711

DETROIT PUBLIC: Moody's Cuts Rating to Ba1 with Negative Outlook
DEVELOPERS DIVERSIFIED: Plans 2007 Quarterly Dividend Increase
DOBSON COMMS: Improved Operations Prompt S&P's Positive Outlook
DOLLAR GENERAL: Names David L. Bere' as Chief Operating Officer
DURA AUTO: U.S. Trustee Appoints Seven-Member Creditors Committee

E2 BROKERS: Case Summary & 20 Largest Unsecured Creditors
ELMTREE HEIGHTS: Case Summary & Four Largest Unsecured Creditors
EMMIS COMMS: Lowers Preferred Stock's Price to $20.495 Per Share
ENRON CORP: Jeffrey Skilling Inks Pact with U.S. Labor Department
ENRON CORP: Panel Wants Settlement Pact with Richard Buy Approved

ENTERGY NEW ORLEANS: Objects to Creditors Panel's Avoidance Action
ENTERGY NEW ORLEANS: Dist. Court Affirms Gordon Action Dismissal
FERRELLGAS PARTNERS: Declares First Quarter Cash Distribution
GB HOLDINGS: Committee Proposes Sale of Atlantic Coast Stock
GEORGE MASSEY: Case Summary & 13 Largest Unsecured Creditors

GERDAU AMERISTEEL: Moody's Lifts Corporate Rating to Ba1 from Ba2
GMAC LLC: Moody's Rates $1.9 Billion Preferred Securities at Ba3
HANESBRANDS INC: Launches Proposed $500 Senior Notes Financing
HANESBRANDS INC: Moody's Rates Proposed $500 Million Notes at B2
HILLMARK FUNDING: Moody's Rates $15.2 Million Class D Notes at Ba2

HOME PRODUCTS: Failed Interest Payment Cues S&P's Default Ratings
HOUSTON EXPLORATION: Provides Update on Restructuring Plans
HOUSTON EXPLORATION: S&P Holds Negative Watch on BB- Credit Rating
INDIAN CREEK: Section 341(a) Meeting Continued to December 6
INTEGRATED DISABILITY: Plan Confirmation Hearing Set for Dec. 7

INTERSTATE BAKERIES: Trade Creditors Sell 25 Claims Totaling $14M
IPSCO INC: Near Completion of NS Group Buy Cues S&P to Up Ratings
ITEN CHEVROLET: Taps Radde to Sell Harley Motorcycle & Searay Boat
ITEN CHEVROLET: Court Approves Wipfli LLP as Accountants
JOLAMI LLC: Voluntary Chapter 11 Case Summary

LEAR CORP: Shifting North American Interior Biz to Joint Venture
LEAR CORP: Net Loss Down to $74 Million in 2006 Third Quarter
LONDON FOG: Court Approves Homestead Business Sale to Millwork
MERRILL LYNCH: Moody's Puts Ratings on Review and May Downgrade
MESABA: Unions Want District Court to Review Injunction Issues

MESABA AVIATION: Wants to Assume Amendmended Spectrum Lease
MILLS CORPORATION: Expects to File 2005 Annual Report Soon
NANOBAC PHARMA: September 30 Balance Sheet Upside-Down by $327,957
NORTEK INC: Moody's Holds Rating on $625-Mil. Senior Notes at B3
NORTEL NETWORKS: Implements Consolidation of Common Shares

NTK HOLDINGS: Moody's Holds Junk Rating on $403-Mil. Senior Notes
OCEAN TRAILS: Moody's Rates $13.2 Million Class D Notes at Ba2
OCWEN RESIDENTIAL: Moody's Junks Rating on Class B5-A Certificates
ON SEMICONDUCTOR: Wants Senior Secured Credit Facility Amended
PACSUN LLC: Case Summary & 20 Largest Unsecured Creditors

PCS EDVENTURES!.COM: Sept. 30 Working Capital Deficit Tops $1 Mil.
PITTSFIELD WEAVING: Taps William Gannon as Bankruptcy Counsel
PITTSFIELD WEAVING: U.S. Trustee Picks 3-Member Creditors Panel
PROFESSIONAL INVESTORS: Files Plan and Disclosure Statement
PUBLICARD INC: Sept. 30 Balance Sheet Upside-Down by $1.02 Million

PUREBEAUTY INC: Court Okays Gilbert Kelly as Special Counsel
REAL ESTATE: Sept. 30 Balance Sheet Upside-Down by $18.645
ROTECH HEALTHCARE: Posts $84 Mil. Net Loss in 2006 Third Quarter
SAN RAPHAEL: Case Summary & 10 Largest Unsecured Creditors
SATELITES MEXICANOS: Emerges from U.S. Bankruptcy Protection

SCORPIUS CDO: Moody's Rates Class B Preferred Securities at Ba3
SEA CONTAINERS: GE Wants Relief from Stay to Pursue Arbitration
SEA CONTAINERS: Wants to Sell 50% Stake in Aegean Speed Lines
SHAW GROUP: S&P Holds BB Rating and Removes Negative CreditWatch
SORIN CDO: Moody's Rates $6.5-Mil. Class C Secured Notes at Ba2

SPANISH BROADCASTING: Continued Losses Cue S&P to Cut Rating to B-
STATION CASINOS: DOJ Says Gun Lake Land Won't be Taken into Trust
STIEFEL LABS: Moody's Rates Proposed $150 Mil. Senior Loan at B3
THREE PUTT: Case Summary & Two Largest Unsecured Creditors
UNIGENE LABS: Septmber 30 Equity Deficit Narrows to $11.4 Million

US ENERGY: Gets Court Approval on Critical "First Day Pleadings"
VARIG S.A.: Preliminary Injunction Continued Through January 11
VARIG S.A.: Judge Drain Denies Port Authority's Payment Request
VERTICAL VIRGO: Moody's Rates Class I Subordinated Notes at Ba2
WHOLE AUTO: Good Performance Pormpts S&P's Positive CreditWatch

WILLIAMS SCOTSMAN: Moody's Puts Ratings on Review & May Upgrade
ZIM CORP: Posts $369,991 Net Loss in Second Quarter Ended Sept. 30

*Gibson Dunn Promotes 11 Lawyers to Partner

* BOND PRICING: For the week of November 27 -- December 1, 2006

                             *********

AAR CORP: Good Financial Performance Cues Moody's Rating Upgrades
-----------------------------------------------------------------
Moody's upgraded ratings of AAR Corporation, corporate family
rating and senior notes to Ba3 from B1, in response to improving
financial performance resulting form the strong commercial and
defense aviation supply and repair environment.

The ratings outlook is stable.

Moody's last rating action on AAR was taken on Aug. 5, 2005, when
the rating outlook was changed to stable from negative.

The Ba3 corporate family rating reflects the company's relatively
moderate debt levels and strong financial results that ensue from
a strong current and expected near-term operating environment in
the commercial aviation maintenance and repair and supply chain
sector.  The ratings are also supported by a substantial liquidity
provided by AAR's sizeable cash balance and revolver availability.  

Ratings are constrained, however, by cash demand associated with
growth including expenditures on inventory and equipment as well
as by risk relating to the company's speculative investment
program in aircraft, both for its own account as well as through
joint venture agreements.  

Moody's is also concerned that AAR remains exposed to cyclical
demand and the financial health of its customers, primarily the
U.S. commercial airline sector.

The stable outlook reflects Moody's expectation that the company
will generate moderate free cash flow from operations over the
near term, and keep inventory levels under control as demand for
specialized parts remains high.  Moody's further expects that AAR
will maintain high levels of liquidity as it grows while carefully
managing its exposure to its customer base.  Both factors are
considered to be important given the company's exposure to the
highly cyclical airline industry.

Ratings or their outlook could be revised upward if the company
consistently achieves free cash flow to total debt close to 10%,
retained cash flow greater than 15% to total debt, and were
leverage to fall below 3.0 times for a sustained period.  A
further ratings upgrade would also require the demonstration that
AAR can contain the negative impact of the demands on liquidity
and increases in leverage that sometimes occur as a result of the
high level of investment in working capital and equipment needed
to support growth.

Ratings could be negatively affected if AAR's free cash flow were
to be negative for a prolonged period, particularly if the
company's liquidity were to deteriorate as a result. A negative
outlook or downgrade may ensue if leverage were to rise above 4x
or if EBIT/interest were to fall below 2x.  These factors are most
likely to occur, in Moody's opinion, in the event of an increase
in the pace of investments to support growth in its Supply Chain
Management business, or if the company were to engage in large
purchases in aircraft for its Sales and Leasing segment or through
joint ventures.

These ratings have been upgraded:

   -- Corporate family rating to Ba3 from B1
   -- Probability of default rating to Ba3 from B1
   -- Senior unsecured notes ratings to Ba3 from B1
   -- Senior unsecured shelf rating to Ba3 from B1
   -- Subordinated shelf rating to B2 from B3
   -- Preferred shelf rating to B2 from B3
   -- Convertible Preferred shelf rating to B2 from B3

AAR Corporation, headquartered in Wood Dale, Illinois, is a
diversified provider of parts and services to the worldwide
aviation and aerospace and defense industry.


ADELPHIA COMMS: Voting Results Show Support for Fifth Amended Plan
------------------------------------------------------------------
Results of the voting on Adelphia Communications Corporation's
Fifth Amended Joint Plan of Reorganization were filed on Dec. 2,
2006, with the U.S. Bankruptcy Court for the Southern District of
New York.  The deadline for voting on the Plan was Nov. 20, 2006,
for beneficial holders holding securities through intermediaries
and Nov. 27, 2006, for all other parties in interest.

The voting results show broad-based support for the Plan.  On an
aggregate basis, 25 of the 30 classes voting on the Plan voted to
accept the Plan, including the classes representing the ACC Senior
Notes and the ACC Subordinated Notes.  The holder of claims in the
Century Bank Administrative Agent Class has been given an
extension until today, Dec. 4, 2006, to vote on the Plan with
respect to all of its claims.  Four classes failed to accept the
Plan. Of the non-accepting classes, three are classes of Bank
Syndicate Claims with whom the Debtors have entered into a
stipulation permitting the holders of Claims to change their votes
prior to commencement of the confirmation hearing, subject to
extension by the proponents.  The fourth non-accepting class is
the Class of FrontierVision Holdco Notes Claims.

While a majority of the holders of Claims in that Class voted to
accept the Plan, under applicable bankruptcy law, the Class of
FrontierVision Holdco Note Claims did not accept the Plan because
less than two thirds in dollar amount of the allowed claims in the
Class voted to accept the Plan.

The company stated that: "We are pleased at the broad support for
the Plan among many different classes of creditors throughout the
Company's capital structure.  The Co-Proponents intend to commence
the hearing to consider confirmation of the Plan as scheduled on
Thursday, Dec. 7, 2006, before the Honorable Robert J. Gerber in
the United States Bankruptcy Court for the Southern District of
New York."

The voting results are available at this website:
http://www.adelphiarestructuring.com

               About Adelphia Communications Corp.

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest   
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.


ADVANCED MICRO: Gets DOJ Subpoena on Antitrust Violations Inquiry
-----------------------------------------------------------------
Advanced Micro Devices Inc. received a subpoena from the U.S.
Department of Justice Antitrust Division in connection with the
DOJ's investigation into potential antitrust violations related to
graphics processors and cards.  

AMD entered the graphics processor business following the
company's acquisition of ATI Technologies Inc. on Oct. 25, 2006.  
The DOJ has not made any specific allegations against AMD or ATI.  
AMD intends to cooperate with the investigation.

Based in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE:
AMD) -- http://www.amd.com/-- provides microprocessor solutions  
for computing, communications and consumer electronics markets.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. technology semiconductor and distributor
sector, the rating agency affirmed its Ba3 corporate family rating
on Advanced Micro Devices, Inc.

As reported in the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on AMD.  The rating agency also assigned its 'BB-'
bank loan rating, one notch above the corporate credit rating, and
a '1' recovery rating to the company's proposed $2.5 billion
senior secured term loan, to be used as partial funding of the
acquisition.  S&P further raised its rating on the company's
$600 million ($390 million outstanding) senior notes to 'B+' from  
'B'


AIRTRAN HOLDINGS: Expresses Interest in USAir-Delta Assets
----------------------------------------------------------
AirTran Holdings Inc. Chairman and CEO Joe Leonard expressed his
interest in buying airport gates sold by US Airways Group Inc. or
Delta Air Lines Inc., Corey Dade and Melanie Trottman writing for
the Wall Street Journal.

Following US Airways' and Delta's meeting, Mr. Leonard prompted to
comment that if the carriers combine, the takeover battle would be
considered a sign for rival airlines to have the chance to grab
long-coveted assets.

Mr. Leonard, in an interview with WSJ, said that AirTran would
consider acquiring jettisoned shuttle operations as a road to gain
access to gates at New York's LaGuardia International Airport and
Washington's Reagan National Airport.  Citing Mr. Leonard, WSJ
states that the takeover bid would be "very good" for AirTran.

According to the Journal, Mr. Leonard's comments about the US
Airways-Delta deal spurred other airlines, including Southwest
Airlines, showing interest in buying the assets.

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

                            *    *    *

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7.0% Guaranteed Convertible Notes Due July 1, 2023, in connection
with 's implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.  
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


AKSYS LTD: Sept. 30 Stockholders' Deficit Widens to $34.8 Million
-----------------------------------------------------------------
Aksys, Ltd.'s total stockholders' deficit increased $31,507,784 to
$34,812,507 as of Sept. 30, 2006, from $3,304,723 as of Dec. 31,
2005.

The company's balance sheet at Sept. 30, 2006, showed $6,975,506
in total assets and $41,788,013 in total liabilities, compared to
its Dec. 31, 2005 balance sheet, which showed $19,155,947 in total
assets and $22,460,670 in total liabilities.

The company's Sept. 30 balance sheet further showed negative
working capital with $5,008,044 in total current assets available
to pay $24,136,487 in total current liabilities.

For the three months ended Sept. 30, 2006, the company incurred
a $6,301,267 net loss on $431,265 of total revenues versus a
$7,018,225 net loss on $822,309 of total revenues for the same
period in 2005.

The $700,000 decrease in net loss was mainly attributable to the
increase in other income of $4.0 million offset by the impairment
charge of $3.1 million.

The $391,000 or 47.6% decrease in revenue relates to the company's
termination of approximately seven rental contracts representing a
decrease of approximately 33 patients using the personal
hemodialysis system as a result of the company's restructuring.  
In addition, the company is not actively marketing its PHD System.
Accordingly, there were no product sales in the quarter ended
Sept. 30, 2006, and rental revenues and service and supplies
revenues decreased approximately $158,000, or 26.8%, in the three
months ended Sept. 30, 2006 as compared to the three months ended
Sept. 30, 2005.

                           Refinancing

As a result of the refinancing transaction that occurred in June
2006, Durus has the option to invest additional funds in the
company in exchange for preferred stock and warrants.  The fair
value of this option on the date of the transaction was
approximately $16.3 million and is classified as a current
liability.  Since it is a liability, the fair value is remeasured
and the liability is adjusted for changes in fair value each
period.  As of Sept. 30, 2006, the fair value of the liability had
decreased to approximately $17.0 million from the fair value at
June 30, 2006 of $21.4 million.  The decrease in the fair value of
the option is related to the decrease in the price of the
company's common stock from June 30, 2006 to Sept. 30, 2006.

Full-text copies of the company's financial statements for the
third quarter 2006 are available for free at:

               http://researcharchives.com/t/s?1631

Based in Lincolnshire, Ill., Aksys Ltd. -- http://www.aksys.com/
-- Aksys, Ltd. provides hemodialysis products and services for
patients suffering from end-stage renal disease, known as chronic
kidney failure.  The company offers an automated personal
hemodialysis system, known as the Aksys PHD, a Personal
Hemodialysis System (PHD System), which is designed to enable
patients to perform frequent hemodialysis at alternate sites, such
as their own homes.


ALASKA AIRLINES: Posts $20.1 Million Net Loss in 2006 3rd Quarter
-----------------------------------------------------------------
Alaska Airlines Inc. reported a $20.1 million net loss on
$759.9 million of total revenues for the quarter ended Sept. 30,
2006, compared with an $82.3 million net income on $689.3 million
of total revenues for the same period in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$3.78 billion in total assets, $3.03 billion in total liabilities,
and $746.4 million in total stockholders' equity.

The net loss for the third quarter of 2006 was driven principally
by fleet transition costs, restructuring charges, and the downward
mark-to-market adjustment of the fuel hedge portfolio as a result
of declining oil prices.  In addition, the strong revenue recorded
in the third quarter of 2006 was offset by significantly higher
economic fuel costs and a small increase in other operating
expenses.

The company recorded a $58.4 million charge in the third quarter
for the impairment, including the write-off of $1.8 million of
leasehold improvements related to the purchase of five of the
leased MD-80s which the company plans to retire by the end of 2008
and replacing these with an all Boeing 737 fleet.  The charge was
offset by the reduction of $7.5 million of deferred rent
associated with the acquired aircraft.

During the third quarter incurred total restructuring charges and
adjustments of $28.6 million, as a result of new four-year
agreements with the company's employees, all represented by the
International Association of Machinists which included a signing
bonus of $1.9 million in July 2006, an immediate 2% wage increase,
and a severance package based on years of service, one year of
medical coverage after the severance date, and continued travel
privileges for a period of time.

Because of the recent decline in world oil prices, the company
recorded a mark-to-market fuel hedging loss of $56.2 million,
which is included in aircraft fuel costs, compared to $19.9
million of gain in the third quarter of 2005.  In the third
quarters of 2006 and 2005, the company also recorded gains from
settled fuel hedges totaling $23.6 million and $37.8 million,
respectively, which are also recorded in aircraft fuel.

Alaska Air Group, Inc. -- http://www.alaskaair.com/ -- is the  
holding company for Alaska Airlines and Horizon Air, Seattle-based
carriers that collectively serve more than 70 destinations in the
Western U.S., Canada, and Mexico. Alaska Air Group was organized
as a Delaware corporation in 1985.

Horizon Air Industries, Inc. provides air transportation to more
than 40 destinations in Washington, Oregon, Idaho, Montana,
California, Arizona, Colorado, British Columbia, and Alberta.

Alaska Airlines, Inc., an Alaska corporation founded in 1932,
which accounts for about 80% of Air Group revenues, provides
scheduled air service to 38 cities in Alaska, Washington, Oregon,
California, Nevada, Arizona, and British Columbia, plus Chicago
and five destinations in Mexico.

Alaska Airlines Inc.'s 9.5% Series A Certificates due April 12,
2010 carry Standard & Poor's B+ and Moody's B1 ratings.


ALBERT DOWDEN: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Albert Dowden and Juanita Dowden
        1440 Williams Road
        Columbus, OH 43207

Bankruptcy Case No.: 06-56925

Chapter 11 Petition Date: November 29, 2006

Court: Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtors' Counsel: Matthew J. Thompson, Esq.
                  Nobile, Needleman & Thompson
                  4511 Cemetery Road Suite B
                  Hilliard, OH 43026
                  Tel: (614) 529-8600
                  Fax: (614) 529-8656

Total Assets: $1,348,710

Total Debts:  $862,173

Debtors' 17 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Internal Revenue Service                              $12,000
   ATTN: Special Procedures
   550 Main Street, Room 3525
   Cincinnati, OH 45201

   Chase                                                  $9,222
   P.O. Box 15298
   Wilmington, DE 19850-5298

   Advanta                                                $8,184
   P.O. Box 530715
   Salt Lake City, UT 84130-0715

   US Bank                                                $7,086

   SST Card Services                                      $6,272

   Providian                                              $5,622

   Chase                                                  $5,533

   Chase                                                  $3,962

   Royal Bank of Scotland                                 $3,962

   Chase                                                  $3,156

   Discover                                               $2,594

   Chase                                                  $2,500

   BMI                                                    $1,631

   Columbia Gas                                           $1,250

   Buckeye Rural Electric                                   $990

   Nextel                                                   $855

   American Express                                         $794


ALERIS INT'L: $3.4-Bil. Texas Pacific Deal Cues S&P to Pare Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Beachwood, Ohio-based Aleris International Inc. to 'B+'
from 'BB-'and removed it from CreditWatch, where it was placed
with negative implications on Aug. 9, 2006.  The CreditWatch
placement comes after the report that Texas Pacific Group had
agreed to acquire Aleris' outstanding stock for nearly
$3.4 billion, consisting of $1.7 billion in cash plus assumed
debt, representing a 6.8x trailing-12-months EBITDA multiple.

The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' and '2'
recovery ratings to the company's proposed $1.1 billion senior
secured term loan.  The '2' recovery rating indicates the
expectation of a substantial recovery of principal in the event of
a payment default.  Aleris International Inc., a U.S. corporation,
and Aleris Deutschland Holding GmbH, its German subsidiary, will
be co-borrowers under the term loan facility. The company
contemplates that Aleris International will borrow $700 million,
with the remaining $400 million borrowed in a combination of euros
and dollars by Aleris Deutschland.

Standard & Poor's also assigned its 'B-' ratings to Aleris'
proposed $500 million senior subordinated notes and proposed
$600 million senior unsecured notes.  The senior unsecured notes
carry a payment-in-kind "toggle" feature.  The ratings are based
on preliminary terms and conditions and are predicated on the
completion of the TPG transaction and related financings
substantially in the form currently anticipated.
     
The proceeds from the issues, along with proceeds from a revolving
credit facility, will primarily be used to refinance existing
debt, finance the acquisition, and fund working capital and
transactions costs.

"The downgrade reflects the company's substantial increase in debt
leverage stemming from the TPG transaction and weakened credit
protection measures," said Standard & Poor's credit analyst Marie
Shmurak.

"We remain concerned that management will continue to
opportunistically make cash-financed acquisitions and that
economic weakness will cause credit metrics to decline.  However,
we expect Aleris' markets to remain relatively healthy in the
intermediate term, which should enable the company to reduce
leverage.

"We could change the outlook to positive if management reaches and
maintains more moderate debt levels.  We could change the outlook
to negative and ratings on Aleris could be pressured if the
company's debt levels remain high and performance weakens
materially because of intensified competition or
market conditions deteriorate."


AMERICAN TOWER: Leasing Prospects Prompt S&P to Hold BB+ Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Boston-
based wireless communications tower operator American Tower Corp.
and its related entities, including the 'BB+' corporate credit
rating.  At the same time, the ratings were removed from
CreditWatch.

The outlook is stable.

The ratings had been placed on CreditWatch with negative
implications on May 19, 2006, after the company's disclosure that
it might have to restate some of its financial statements due to
issues surrounding its stock option practices and related
accounting.  Since then the company had to obtain waivers from its
lenders due to delays in filing its second and third quarter 10-
Qs.  

However, on Nov. 29, 2006, American Tower company filed its
amended financial statements for the 2005 10-K and for the
first quarter of 2006.  It also filed its 10-Qs for the second and
third quarter of 2006, incorporating the adjustments made in the
previously filed statements.  The cumulative adjustment to net
income for the period 2003 through the first quarter of 2006 was
about $21 million.

"The ratings on American Tower reflect the promising prospects of
its wireless tower leasing business, which is expected to generate
increasingly stronger levels of net free cash flow after capital
expenditures," said Standard & Poor's credit analyst Catherine
Cosentino.

Despite these very favorable business risk characteristics,
American Tower maintains an aggressive financial policy and is
expected to engage in share repurchases over the next few years
now that it has completed its review of its accounting practices
related to stock options and is current on its financial statement
filings.


AMERIVEST PROPERTIES: Completes Office Buildings Sale to Koll/PER
-----------------------------------------------------------------
AmeriVest Properties Inc. completed the sale of its Centerra
office building in Denver, Colorado, its Parkway Centre II office
building in Dallas, Texas; and Southwest Gas office building in
Phoenix, Arizona, to Koll/PER, LLC

The company reported that Centerra was sold for $24,675,000 and  
Parkway Centre II was sold for $24,860,000.  The Southwest Gas
building was sold for $19,200,000.

The estimated cash proceeds of approximately $32 million, after
assignment of the mortgage encumbering the three properties,
closing costs and adjustments, will be accumulated with other
proceeds and made available, subject to the expenses and other
costs of AmeriVest, for distribution to shareholders under the
plan of liquidation approved by AmeriVest shareholders.

The Company did not incur the $1 million purchase contingency that
had been reserved at Sept. 30, 2006 in connection with the
remaining sales.  This is the eighth and final closing under the
July 17, 2006 purchase and sale agreement with Koll/PER.  The
Company has completed the liquidation of its entire real estate
portfolio.

The Board of Directors of AmeriVest reported a $3.50 per share
initial liquidating distribution payable on Nov. 16, 2006 to
shareholders of record as of Nov. 10, 2006, but has not yet
established any dates for the payment of subsequent liquidating
distributions.  There can be no assurance with respect to the
timing or amount of any distribution or distributions to be made
by AmeriVest.

Headquartered in Denver, Colorado, AmeriVest Properties Inc.
(AMEX: AMV) -- http://www.amvproperties.com/-- provides Smart   
Space for Small Business(TM) in Denver, Phoenix, and Dallas
through the acquisition, repositioning and operation of multi-
tenant office buildings in those markets.

                         *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
AmeriVest Properties Inc.'s stockholders approved a Plan of
Liquidation at its annual meeting.

Under the Plan, the Company's remaining 12 office properties
will be sold on an orderly basis and proceeds distributed to
stockholders.  All 12 properties are listed with Trammell Crow
Company and the sales process is being managed through Trammell
Crow's Denver office.  Detailed information regarding the
properties was released to over 4,000 prospective purchasers
on May 1, 2006.


ANGIOTECH PHARMA: Moody's Rates $325 Million Senior Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Angiotech Pharmaceuticals, Inc to B1 from Ba3 and changed the
ratings outlook to negative from stable, reflecting weaker than
anticipated projected revenue and cash flow.

Moody's also lowered the speculative grade liquidity rating to
SGL-3 from SGL-2, due to the lack of external liquidity and lower
operating cash flow.  

Moody's also assigned a rating of Ba3 to the company's proposed
$325 million senior unsecured notes and affirmed the B2 rating on
the existing senior subordinated notes.  Moody's expects that
proceeds from the senior unsecured notes will be used to repay the
outstanding principal amount under its senior secured term loan
facility and the company will terminate its current revolving
credit facility.

The downgrade of Angiotech's Corporate Family Rating to B1
reflects the following factors:

   -- weaker than anticipated results than anticipated when
      Moody's initially rated the company in March 2006;

   -- a decline in EBITDA related to lower royalties from the
      Taxus drug-eluting stent, a high margin product that
      accounts for almost 50% of the company's revenues;

   -- higher than anticipated sales and marketing expenses;

   -- a slowdown in orders from original equipment manufacturers;
      and,

   -- a more pessimistic view of the drug-eluting stent market.

Moody's notes that Angiotech recently lowered guidance for 2006
revenues and earnings, based on lower than expected stent sales by
its partner, Boston Scientific, higher operating expenses and
lower sales of medical devices to original equipment manufacturer.  
Due to weaker operating trends, Moody's lowered its cash flow
estimates for fiscal 2006 through fiscal 2008.

As a result of these new cash flow projections, Moody's believes
that cash flow coverage of debt and other financial metrics are no
longer indicative of a Ba3 rating but are more indicative of a
weakly positioned B1 rated company.

The negative outlook reflects the potential for additional
downward revisions to Moody's current projections given weak
operating trends.  Moody's pessimistic view of the drug-eluting
stent market, the threat of additional competitors in the stent
market and potential disruptions to AMI business may all serve as
future catalysts to lower existing projections for revenues,
operating margins, and cash flow, causing negative pressure on the
ratings.

The downgrade in the speculative grade liquidity rating to SGL-3
from SGL-2 reflects the absence of access to external liquidity,
lower cash flow guidance and deteriorating operating trends.  The
company has almost $100 million of cash on hand which serves as
adequate cushion against unforeseen events.  However, if the cash
balance were to decline to below $50 million, the company's
financial flexibility and liquidity would be materially reduced,
thus pressuring the rating.

New ratings assigned to Angiotech Pharmaceuticals, Inc.:

   -- $325 million guaranteed senior unsecured notes, due 2013,
      Ba3, LGD3, 46%

   -- Corporate Family Rating, downgraded to B1 from Ba3

   -- PDR Rating, affirmed Ba3

   -- $250 million senior subordinated notes, due 2014, affirmed
      B2 rating LGD assessment changed to LGD-6, 91% from LGD-5,
      82%

   -- Speculative Grade Liquidity Rating, downgraded to SGL-3
      from SGL-2

   -- Family LGD assessment now LGD-4, 65% versus LGD-4, 50%

The rating outlook is negative.

These ratings will be withdrawn:

   -- Senior Secured Revolver, due 2011, Ba1, LGD2, 27%
   -- Senior Secured Term Loan B, due 2013, Ba1, LGD2, 27%

Angiotech Pharmaceuticals, Inc., founded in 1992, based in
Vancouver, Canada, is a specialty pharmaceutical company that
focuses on drug-device combinations and drug-loaded surgical
biomaterial implants.  The company reported $222 million in total
revenue for the nine months ended Sept. 30, 2006.


ANGIOTECH PHARMA: S&P Rates $325 Million Senior Notes at B+
-----------------------------------------------------------
Standard & Poor's lowered the corporate credit rating on Angiotech
Pharmaceuticals Inc. to 'B+' from 'BB-', and the subordinated debt
rating to 'B-' from 'B'.  

Standard & Poor's also assigned a 'B+' senior unsecured debt
rating to Angiotech's proposed seven-year $325 million senior
unsecured notes, proceeds from which, along with cash balances,
will be used to repay the company's existing $320 million secured
Term Loan B.  Angiotech will also retire the $75 million revolving
credit facilities of its subsidiary, Angiotech Pharmaceuticals
Inc.  As a result, the 'BB-' secured bank loan rating with a '2'
recovery rating will be withdrawn.

The outlook is stable.

"The downgrade reflects Angiotech's weaker-than-anticipated
financial profile as evidenced by credit metrics that have
deteriorated since the American Medical Instruments Inc.  
acquisition, and a capital structure with high debt that will
amortize more slowly than under the previous financial structure
implemented for the AMI acquisition," said Standard & Poor's
credit analyst Don Povilaitis.

Weaker-than-expected cash flow in fiscal 2006 is primarily due to
lower Taxus drug-eluting related royalties and, to a lesser
extent, from lower equipment manufacturer orders.

Vancouver, British Columbia-based Angiotech is a Canadian
specialty pharmaceutical company whose core strength is adding
pharmaceutical compounds to medical devices and targeting
interventions with high failure rates that can result in
costly corrective surgeries.  Angiotech receives royalty payments
under a licensing agreement with marketing partner Boston
Scientific Corp. for the drugs applied to coat the Taxus DES. This
is Angiotech's most important source of revenue.

These royalty payments, which accounted for about half of 2006
revenues, are the company's most important source of revenue.
Thus, product concentration remains a concern.

The success of Angiotech's Taxus DES has permitted for strong free
cash flow generation since 2004.  Still, Standard & Poor's had
expected Angiotech's 2006 pro forma lease-adjusted EBITDA to reach
about $150 million, but several material issues have surfaced thus
far in 2006 that will preclude the company from reaching this
level.

Profitability metrics have also been affected as a result of the
lower-than-expected Taxus royalties, as well as the lower demand
for Angiotech's wound closure products.  While the company's
margins were expected to decline slightly in 2006 due to clinical
trials and increased its R&D expenses, the erosion in cash flow is
greater than anticipated.  

Without meaningful improvement in Taxus revenues or from the
company's pipeline, operating margins are likely to be relatively
flat in the next few years.   

The stable outlook reflects Standard & Poor's expectation that
credit metrics will gradually strengthen in the medium term.
Should, however, Taxus-related revenues become adversely affected
by competitive, legal, or safety factors, thereby depressing cash
flow, the outlook could be revised to negative.  If BSX is able to
successfully deal with the onset of stent competition in the U.S.,
expected by 2008, and Angiotech is able concurrently
to strengthen its capital structure, then the outlook could be
revised to positive.


ASARCO LLC: Wants LECG LLC as Environmental Consultant
------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ LECG LLC as
its environmental consultants, nunc pro tunc to Sept. 5, 2006, to
assist it in connection with its environmental liabilities and
other related matters.

ASARCO LLC has been engaged in the mining, smelting, and refining
businesses for more than 100 years and as a result, has acquired
responsibility for environmental claims asserted by federal and
states governments, Indian tribes, and private parties at almost
100 sites.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
relates that ASARCO is still in the process of establishing an
accurate tally of the total asserted amount of environmental
claims against it.

As of Nov. 15, 2006, several entities have filed environmental
claims against ASARCO, including:

      Claimant             Claim Amount
      --------             ------------
      United States        $3,600,000,000 to $4,000,000,000
      16 States            $3,800,000,000 to $4,000,000,000
      2 Tribes             Approximately $800,000,000
      Private Parties      Almost $2,000,000,000

According to Mr. Davis, after eliminating duplication on the
asserted claims, they still total more than $6,000,000,000.  
Thus, no one can seriously dispute that the unsecured class in
ASARCO's Chapter 11 case will be too ill defined to achieve
confirmation of a plan of reorganization unless and until the
vast majority of the environmental claims have been estimated by
the Court or resolved through settlement, Mr. Davis says.

ASARCO's first option has been to negotiate a consensual
settlement of the environmental claims to avoid the need for
estimation.  Towards that end, ASARCO provided its estimates for
remediation costs to the U.S. government in May 2006, and
thereafter sought to meet with the government to get a response
regarding the estimates.

If a settlement is not possible, Mr. Davis says ASARCO will need
to obtain an estimate of the environmental claims before it can
formulate and obtain approval of a plan.  A hearing on the
estimation of derivative asbestos claims is currently set for
March 2007.  ASARCO would like to be ready by then to proceed
with an estimation of the environmental claims so that its
ability to file a plan of reorganization is not delayed.

As environmental consultants, LECG will:

   -- testify as an expert;

   -- provide expert services relating to the estimation of
      ASARCO's potential environmental liabilities; and

   -- evaluate natural resource damages claim matters and other
      related matters.

ASARCO will pay LECG according to the firm's customary hourly
rates.  ASARCO expects these LECG professionals to take the lead
in providing consulting services:

      Professional                        Hourly Rates
      ------------                        ------------
      J. Zelikson, expert                     $425
      T. Devitt, director                     $410
      R. White, director                      $410
      N. Brody, director                      $325
      A.J. Gravel, director                   $325
      L.Walsh, principal                      $325

Other LECG professionals who may render their services to ASARCO
will also be paid in their customary hourly rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Senior Professional Staff           $175 to $300
      Professional Staff                  $100 to $175
      Case Associates                     $65 to $95

Marvin Tenenbaum, Esq., general counsel of LECG, assures the
Court that his firm does not represent any interest adverse to
ASARCO and its estate.

Mr. Tenenbaum discloses that:

   * LECG performs work for other clients related to the Jasper
     County, Missouri; Ottawa County, Missouri; and Cherokee
     County, Kansas and the Tar Creek Superfund Sites.  LECG and
     ASARCO agreed to limit LECG's work on the estimation of the
     Tri-States and Tar Creek environmental claims.  LECG will
     also ensure that other employees who have performed work on
     the Tri-States and Tar Creek Sites for other clients will
     not provide services to ASARCO in connection with the
     estimation of the Tri-States and Tar Creek environmental
     claims.

   * LECG is providing environmental consulting services to one
     of the environmental claimants in connection with a site in
     Coeur d'Alene, Idaho, at which ASARCO is involved.  The LECG
     experts working on the Coeur d'Alene matter will not perform
     any work for ASARCO.

   * LECG has been engaged as environmental consultants on behalf
     of one or more claimants in ASARCO's bankruptcy with respect
     to sites unrelated to the sites at issue in ASARCO's case.

In addition, LECG has performed services to ASARCO in September
and October 2006 and has incurred fees and expenses totaling
$244,621.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an  
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Court Okays Winters Dorsey as Special Purpose Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to employ Winters, Dorsey &
Company LLC as special purpose consulting experts to Baker Botts
LLP, nunc pro tunc to Sept. 1, 2006.

As reported in the Troubled Company Reporter on Nov. 3, 2006,
ASARCO has previously commenced a complaint against Mineral Park
Inc. in connection with the sale of the South Mill Assets a month
before it filed for bankruptcy.  ASARCO asserted that it failed to
receive reasonably equivalent value in exchange for the transfer
of the South Mill Assets.

James R. Prince, Esq., at Baker Botts, in Dallas, Texas, related
that ASARCO needed to employ professionals who can provide
valuation services in connection with the Adversary Proceeding.

Mr. Prince told the Court that WDC has already prepared a
preliminary valuation report in connection with the Adversary
Proceeding.

Aside from the preliminary report, WDC will prepare a final
report for trial and more reports as needed.  WDC will also
provide other expert consulting services to Baker Botts.

Mr. Prince said WDC has accrued approximately $100,000 in fees
and expenses for the preparation of the preliminary expert
report.  For additional work, ASARCO will pay WDC in its
customary hourly rates.

Harry Winters, Jr., president of WDC, will be paid $350 per hour.  
Other professionals from WDC who may provide services to ASARCO
will be paid from $150 to $250 per hour.

ASARCO estimated that professional fees for WDC will range from
$95,000 to $116,000.  ASARCO will also reimburse WDC for its
reasonable out-of-pocket expenses.

Mr. Winters assured the Court that WDC is disinterested pursuant
to Section 101(14) of the Bankruptcy Code and does not represent
any other entity having adverse interests to ASARCO and its
estate.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an  
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASSET BACKED: Fitch Rates $13 Million Class M11 Certificates at BB
------------------------------------------------------------------
Asset Backed Securities Corporation Home Equity Loan Trust,
$946.9 million Asset-Backed Pass-Through Certificates, Series MO
2006-HE6, are rated by Fitch Ratings as:

   -- $731.92 million classes A1 through A5 'AAA';
   -- $50.72 million class M1 'AA+';
   -- $42.04 million class M2 'AA';
   -- $15.95 million class M3 'AA-';
   -- $18.84 million class M4 'A+';
   -- $16.91 million class M5 'A';
   -- $11.11 million class M6 'A-';
   -- $11.6 million class M7 'A-';
   -- $8.7 million class M8 'BBB+';
   -- $11.6 million class M9 'BBB';
   -- $14.49 million privately offered class M10 'BB+';
   -- $13.04 million privately offered class M11 'BB'.

The 'AAA' rating on the senior certificates reflects the 24.25%
total credit enhancement provided by the 5.25% class M1, the 4.35%
class M2, the 1.65% class M3, the 1.95% class M4, the 1.75% class
M5, the 1.15% class M6, the 1.2% class M7, the 0.9% class M8, the
1.2% class M9, 1.50% privately offered class M10, 1.35% privately
offered class M-11 and the initial and target
overcollateralizationof 2%.  

All certificates have the benefit of monthly excess cash flow to
absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of Nationstar Mortgage LLC and Select Portfolio
Servicing, Inc. as servicers, and Wells Fargo Bank, N.A. as Master
Servicer.  Trustee will be U.S Bank National Association.

The certificates are supported by two collateral groups.

Group I will consist of 1,331 mortgage loans that have original
principal balances that conform to Fannie Mae or Freddie Mac
guidelines.  The Group I mortgage pool consists of first lien,
second lien, fixed-rate, and adjustable-rate mortgage loans that
have a cut-off date pool balance of $235,311,139.  Approximately
25% of the mortgage loans are fixed rate mortgage loans and 75%
are adjustable-rate mortgage loans.  The weighted average current
loan rate is approximately 8.417%.  The weighted average remaining
term to maturity is 356 months.  The average principal balance of
the loans is $176,793.  The weighted average original combined
loan-to-value ratio is 81%.  The weighted average FICO score is
608. The properties are primarily located in California, Florida,
and Illinois.

Group II will consist of 3,612 mortgage loans that have original
balances that may or may not conform to Fannie Mae or Freddie Mac
guidelines.  The Group II mortgage pool consists of first and
second lien, adjustable-rate and fixed-rate mortgage loans that
have a cut-off date pool balance of $732,405,754.  Approximately
21.96% of the mortgage loans are fixed rate mortgage loans and
78.04% are adjustable-rate mortgage loans.  The second lien amount
is 0.64%.  The weighted average current loan rate is approximately
8.486%.  The weighted average remaining term to maturity is 355
months.  The average principal balance of the loans equals
$202,359.  The weighted average original combined loan-to-value
ratio is 82%.  The weighted average FICO score is 614.  The
properties are primarily located in California, Florida, and
Texas.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.

The mortgage loans were originated or acquired by Nationstar
Mortgage, LLC, Argent Mortgage Company, LLC or Ameriquest Mortgage
Company.  Nationstar Mortgage, LLC, is a sub-prime mortgage lender
formed in 1994 and originates primarily non-conforming mortgage
loans.  Argent Mortgage Company, LLC is a subsidiary of Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating, purchasing
and selling retail and wholesale sub prime mortgage loans.


ASSET BACKED: Fitch Rates $13.96 Million Class Certificates at BB
-----------------------------------------------------------------
Asset Backed Securities Corporation Home Equity Loan Trust,
$1.016 billion Asset-Backed Pass-Through Certificates, Series AMQ
2006-HE7, are rated by Fitch Ratings as:

   -- $788.44 million classes A1 through A5 'AAA';
   -- $55.84 million class M1 'AA+';
   -- $47.57 million class M2 'AA';
   -- $13.44 million class M3 'AA-';
   -- $22.23 million class M4 'A+';
   -- $18.61 million class M5 'A';
   -- $9.82 million  class M6 'A-';
   -- $11.37 million class M7 'BBB+';
   -- $9.31 million  class M8 'BBB';
   -- $11.89 million class M9 'BBB-';
   -- $13.44 million class M10 'BB+';
   -- $13.96 million privately offered class M11 'BB'.

The 'AAA' rating on the senior certificates reflects the 23.75%
total credit enhancement provided by the 5.4% class M1, the 4.6%
class M2, the 1.3% class M3, the 2.15% class M4, the 1.8% class
M5, the 0.95% class M6, the 1.1% class M7, the 0.9% class M8, the
1.15% class M9, 1.30% class M10, 1.35% privately offered class M-
11 and the initial and target overcollateralization of 1.75%.  All
certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Select Portfolio Servicing, Inc. as
servicer and U.S bank National Association, as Trustee.

The certificates are supported by two collateral groups.

Group I will consist of 2,166 mortgage loans that have original
principal balances that conform to Fannie Mae or Freddie Mac
guidelines.  The Group I mortgage pool consists of first lien,
second liens, adjustable-rate and fixed-rate mortgage loans that
have a cut-off date pool balance of $387,668,377.  There are
approximately 76% adjustable-rate mortgages and 1.7% second lien
mortgages. The weighted average current loan rate is approximately
8.505%.  The weighted average remaining term to maturity is 357
months.  The average principal balance of the loans is $178,979.  
The weighted average original combined
loan-to-value ratio is approximately 85%.  The weighted average
FICO score is 615.  The properties are primarily located in
California, Illinois, and Florida.

Group II will consist of 2,368 mortgage loans that have original
balances that may or may not conform to Fannie Mae or Freddie Mac
guidelines.  The Group II mortgage pool consists of first and
second lien, adjustable-rate and fixed-rate mortgage loans that
have a cut-off date pool balance of $646,345,500.  Approximately
15.38% of the mortgage loans are fixed rate mortgage loans and
84.62% are adjustable-rate mortgage loans.   The second lien
amount is 0.66%.  The weighted average current loan rate is
approximately 8.133%.  The weighted average remaining term to
maturity is 357 months.  The average principal balance of the
loans equals $272,950.  The weighted average original combined
loan-to-value ratio is approximately 82%.  The weighted average
FICO score is 612.  The properties are primarily located in
California, Florida, and New York.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.

The mortgage loans were originated or acquired by Argent Mortgage
Company, L.L.C and Ameriquest Mortgage Company.  Argent Mortgage
Company LLC is a subsidiary of Ameriquest Mortgage Company.
Ameriquest Mortgage Company is a specialty finance company engaged
in the business of originating, purchasing and selling retail and
wholesale sub prime mortgage loans.


BACH TO ROCK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Bach to Rock Music
        dba East Coast Piano
        198 Route 46
        East Fairfield, NJ 07004

Bankruptcy Case No.: 06-21910

Chapter 11 Petition Date: November 30, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Santo J. Bonanno, Esq.
                  1430 Route 23
                  North Wayne, NJ 07470
                  Tel: (973) 686-9060

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


BANC OF AMERICA: Fitch Rates $1.5 Million Class Certificates at BB
------------------------------------------------------------------
Banc of America Funding Corporation's mortgage pass-through
certificates, series 2006-I, are rated by Fitch Ratings as:

Groups 1 and 2 certificates (Pool S)

   -- $738,405,100 classes 1-A-1, 1-A-2, 1-A-R, 2-A-1, 2-A-2
      'AAA';

   -- $8,719,000 class S-B-1 'AA';

   -- $4,170,000 class S-B-2 'A';

   -- $1,137,000 class S-B-3 'BBB+';

   -- $1,516,000 class S-B-4 'BBB'; and

   -- $1,516,000 class S-B-5 'BB'.

Groups 3, 4 and 5 certificates (Pool N)

   -- $195,091,000 classes 3-A-1, 3-A-2, 4-A-1, and 5-A-1 through
      5-A-4'AAA';

   -- $5,122,000 class N-B-1 'AA';

   -- $1,537,000 class N-B-2 'A';

   -- $1,126,000 class N-B-3 'BBB';

   -- $819,000 class N-B-4 'BB'; and

   -- $512,000 class N-B-5 'B'.

Group 6 certificates (OC Pool)

   -- $532,838,000 classes 6-A-1 and 6-A-2'AAA';
   -- $5,852,000 class M-1 'AA+';
   -- $2,787,000 class M-2 'AA';
   -- $2,787,000 class M-3 'AA';
   -- $2,787,000 class M-4 'A+';
   -- $2,787,000 class M-5 'A';
   -- $2,787,000 class M-6 'BBB+'; and
   -- $2,788,000 class M-7 'BBB-'.

The 'AAA' ratings on the pool S senior certificates reflect the
2.6% subordination provided by the 1.15% class S-B-1, the 0.55%
class S-B-2, the 0.15% class S-B-3, the 0.2% class S-B-4, the 0.2%
privately offered class S-B-5, the 0.2% privately offered class S-
B-6 and the 0.15% privately offered class S-B-7.  Classes S-B-6
and S-B-7 are not rated by Fitch.

The 'AAA' ratings on pool N senior certificates reflect the 4.75%
subordination provided by the 2.5 % class N-B-1, the 0.75% class
N-B-2, the 0.55% class N-B-3, the 0.4% privately offered class N-
B-4, the 0.25% privately offered class N-B-5, and the 0.3%
privately offered class N-B-6.  Class N-B-6 is not rated by Fitch.

The 'AAA' ratings on OC pool senior certificates reflect the 4.4%
subordination provided by the 1.05% class M-1, the 0.5% class M-2,
the 0.5% class M-3, the 0.5% class M-4, the 0.5% class M-5, the
0.5% class M-6, the 0.5% class M-7, and the 0.35% privately
offered class CE.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
the servicing capabilities of Wells Fargo Bank, N.A., Bank of
America, N.A., ABN AMRO Mortgage Group, Inc., National City
Mortgage Co., PHH Mortgage Corporation and the Master Servicing
capabilities of Wells Fargo Bank, N.A..

The trust is comprised of six loan groups of adjustable interest
rate, fully-amortizing mortgage loans secured by first liens on
one- to four-family residential properties.  Loan groups 1 and 2
are cross-collateralized comprising pool S, and loan groups 3, 4,
and 5 are cross-collateralized comprising pool N.

Pool S consists of 1,300 mortgage loans that have original terms
to maturity of 360 months.  The aggregate unpaid principal balance
is $758,117,300 as of Nov. 1, 2006 and the average principal
balance is $583,167.  The weighted average original loan-to-value
ratio of the loan pool is approximately 70.59%.  The weighted
average coupon of the mortgage loans is 5.063% and the weighted
average FICO score is 756.  Cash-out and rate/term refinance loans
represent 19.93% and 20.25% of the loan pool, respectively.  

The states that represent the largest geographic concentration of
mortgaged properties are California, New Jersey, Florida, New York
and Illinois.  

All other states represent less than 5% of the outstanding balance
of the pool.

Pool N consists of 313 mortgage loans that have WAM of
365 months.  The aggregate unpaid principal balance of the
combined pool is $204,822,402 as of Nov. 1, 2006 and the average
principal balance is $654,385.  The OLTV of the loan pool is
approximately 73.08%.  The WAC of the mortgage loans is 6.3% and
the weighted average FICO score is 737.  Cash-out and rate/term
refinance loans represent 24.52% and 30.64% of the loan pool,
respectively.  

The states that represent the largest geographic concentration of
mortgaged properties are California and Illinois.  

All other states represent less than 5% of the outstanding balance
of the pool.

OC Pool consists of 978 mortgage loans that have original terms to
maturity of 364 months.  The aggregate unpaid principal balance is
$557,362,230 as of Nov. 1, 2006 and the average principal balance
is $569,900.  The weighted average original loan-to-value ratio of
the loan pool is approximately 73.44%.  The weighted average
coupon of the mortgage loans is 5.939% and the weighted average
FICO score is 723.  Cash-out and rate/term refinance loans
represent 24.85% and 35.27% of the loan pool, respectively.  

The states that represent the largest geographic concentration of
mortgaged properties are California, Illinois and Florida.  

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.

BAFC, a special purpose corporation, deposited the loans in the
trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  US Bank, National Association
will serve as trustee.  Elections will be made to treat the trust
as multiple separate real estate mortgage investment conduits for
federal income tax purposes.



BON-TON STORES: Posts $10.9 Mil. Net Loss in Third Fiscal Quarter
-----------------------------------------------------------------
The Bon-Ton Stores Inc. reported a net loss of $10.9 million for
the 2006 third fiscal quarter ended Oct. 28, 2006, compared with a
net loss of $6.3 million for the same fiscal quarter in 2005.

The third quarter of fiscal 2006 includes a $1.7 million reduction
in the income tax benefit associated with tax planning strategies
initiated by the company in the third quarter.

The Company reported a net loss of $41.5 million for the 39 weeks
ended Oct. 28, 2006, compared with a net loss of $12.2 million for
the comparable period last year.

Bud Bergren, president and chief executive officer commented, "We
are pleased with our third quarter results and our progress in
integrating the Bon-Ton and Carson's operations."

Total sales for the third quarter of fiscal 2006 increased 181% to
$804.1 million compared with $285.7 million for the prior year
period.  Third quarter sales included $537.5 million from the
Carson's stores.  Comparable store sales decreased 4.8%.

Carson's sales are not included in the Company's reported
comparable store sales.  Carson's comparable store sales for the
thirteen weeks ended Oct. 28, 2006, increased 7.8% and, for the
period March 5, 2006, through Oct. 28, 2006, increased 4.3%.  For
Carson's and Bon-Ton combined, comparable store sales for the
thirteen weeks ended Oct. 28, 2006, increased 3.3%.

Other income increased $20.7 million in the third quarter of
fiscal 2006, as compared with the prior year period, primarily due
to program revenue received in the third quarter of fiscal 2006
under the Credit Card Program Agreement with HSBC Bank Nevada N.A.  
For the 39 weeks ended Oct. 28, 2006, other income increased
$51.5 million as compared with the prior year period.

In the third quarter of fiscal 2006, gross margin increased
$197.8 million compared with the prior year period.  The gross
margin rate increased to 36.6% of net sales, as compared with
33.8% in the prior year period.

Selling, general and administrative expenses in the third quarter
of fiscal 2006 increased $175.8 million, to 34% of net sales,
compared with 34.2% for the prior year period.  Integration
expenses in the third quarter of fiscal 2006 approximated
$3.7 million.

Net income (EBITDA) before interest, income taxes, depreciation
and amortization, increased $42.7 million in the third quarter of
fiscal 2006, to $43.5 million, from $800,000 in the third quarter
of fiscal 2005.

Keith E. Plowman, executive vice president and chief financial
officer, commented, "With the third quarter results, and with the
November sales results, . . . we reaffirm our guidance of earnings
per share of $2.15 to $2.25 and EBITDA of $270 million to
$280 million for fiscal 2006.  Our guidance for fiscal 2006
reflects preliminary purchase accounting for the Carson's
acquisition, which is subject to future revision.  Such revisions
could have a material impact upon our earnings per share
guidance."

The company's balance sheet at Oct. 28, 2006, showed long-term
debts net of current maturities of $1.2 billion compared with
$42.4 million at Jan. 28, 2006.

The Bon-Ton Stores Inc. -- http://www.bonton.com/-- operates 275  
department stores and seven furniture stores in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, under the Parisian
nameplate, one store in each of Indianapolis, Indiana and Dayton,
Ohio and two stores in the Detroit, Michigan area.  The stores
offer a broad assortment of brand-name fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.

                         *     *     *

The Bon-Ton Stores Inc.'s $1 billion senior secured credit
facility carries Fitch's 'B+/RR2' rating.  The company's
$260 million mortgage loan facility carries Fitch's 'B+/RR2'
rating and its $525 million of senior unsecured notes is rated
'CCC/RR6'.  Fitch also rated the company's Issuer default rating
at 'B-'.

Moody's Investors Service's rated the company's $525 million of
senior unsecured guaranteed notes at B2 and Corporate family
rating at B1.


BOWATER INC:  Posts $216.1 Million Net Loss in 2006 Third Quarter
-----------------------------------------------------------------
Bowater Incorporated reported a net loss of $216.1 million on
sales of $875.9 million for the third quarter of 2006, compared
with a net loss of $16.0 million on sales of $872.9 million in the
third quarter of 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$4.81 billion in total assets, $3.83 billion in total liabilities,
$62.5 million in minority interest, and $921.2 million in total
stockholders' equity.  

The $200.1 million increase in net loss in the third quarter of
2006 is mainly due to higher cost of sales, charges for impairment
amounting to $246.4 million, higher selling and administrative
expenses, offset by an increase in net gain on disposition of
assets of $54 million due to higher land sales in the third
quarter of 2006, compared to the third quarter of 2005.

Sales increased slightly in the third quarter of 2006 as compared
to the third quarter of 2005 due primarily to higher transaction
prices for specialty papers, newsprint and market pulp and
increased shipments of coated papers and specialty papers,
partially offset by lower transaction prices for coated papers and
lumber and lower shipments of newsprint, market pulp and lumber,

Cost of sales during the third quarter of 2006, as compared to the
third quarter of 2005, increased by $20.2 million, primarily due
to the stronger Canadian dollar which increased from an average
rate of $0.83 to $0.89, lower production volumes, reduced benefits
from the company's Canadian hedging program, and higher chemical
costs.  These higher costs were partially offset by lower
maintenance costs, wood and fiber costs, labor costs, energy
costs, and lower depreciation.

In addition, the company recorded impairment and other related
charges of $246.4 million and $0.4 million in cost of sales during
the third quarter associated with the impairment of goodwill at
the Thunder Bay, Ontario facility, the closure of the company's
Benton Harbor, Michigan facility and the impairment of paper
machine No. 3 at the Thunder Bay, Ontario facility.

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?1628

Headquartered in Greenville, South Carolina, Bowater Incorporated
(TSX: BWX) -- http://www.bowater.com/-- produces coated and  
specialty papers and newsprint. In addition, the company sells
bleached market pulp and lumber products, employs approximately
7,600 people and has 12 pulp and paper mills in the United States,
Canada and South Korea, 10 sawmills and 2 converting facilities in
North America. Bowater's operations are supported by approximately
835,000 acres of timberlands owned or leased in the United States
and Canada and 28 million acres of timber cutting rights in
Canada.

                         *     *     *

Bowater, Inc.'s senior secured bank debt carries Fitch's 'BB'
rating.


CAIRN MEZZ: Moody's Rates $16 Million Class E Secured Notes at Ba1
------------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Cairn Mezz ABS CDO II Limited and Cairn Mezz ABS CDO II Inc.:

   -- Aaa to the $450,000,000 Class A1-VF Senior Secured Floating
      Rate Notes Due 2047;

   -- Aaa to the $30,000,000 Class A2A Senior Secured Floating
      Rate Notes Due 2047;

   -- Aaa to the $120,000,000 Class A2B Senior Secured Floating
      Rate Notes Due 2047;

   -- Aa2 to the $37,500,000 Class B1 Senior Secured Floating
      Rate Notes Due 2047;

   -- Aa3 to the $11,250,000 Class B2 Senior Secured Floating
      Rate Notes Due 2047;

   -- A2 to the $33,750,000 Class C Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047;

   -- Baa2 to the $30,000,000 Class D Mezzanine Secured
      Deferrable Interest Floating Rate Notes Due 2047;

   -- Ba1 to the $16,875,000 Class E Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047;

   -- Baa2 to the $10,000,000 Combination Notes Due 2047

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 rating on the Combination Notes addresses the ultimate receipt
of the Combination Note Contingent Coupon and the initial Rated
Balance and is based on the expected loss posed to holders of the
Combination Notes relative to the promise of receiving the present
value of Combination Note Contingent Coupon and the initial Rated
Balance.

The ratings are based on the safety of the transaction's legal
structure and the characteristics of the underlying assets.

Cairn Financial Products Limited will serve as the Portfolio
Manager for this transaction.


CARAUSTAR INDUSTRIES: Debt Reduction Cues Moody's to Hold Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed Caraustar Industries, Inc.'s B2
corporate family rating and B3 senior unsecured rating.

The ratings reflect the overall probability of default of the
company, to which Moody's assigns a PDR of B2.  The B3 senior
unsecured rating reflects a loss given default of LGD4, 68%.

The affirmation of the rating reflects Caraustar's significant
reduction in debt following the sale of its 50% interest in
Standard Gypsum, and its ongoing effort to rationalize operating
assets in the face of difficult market conditions.

The rating outlook remains stable.

Ratings Assigned:

   -- Corporate Family Rating at B2
   -- Probability of Default Rating at B2
   -- $190 million 7.375% Notes due June 1, 2009 at B3, LGD4, 68%
   -- $29 million 7.25% notes due May 1, 2010 at B3, LGD4, 68%

The B2 corporate family rating reflects Caraustar's small size,
high cost base, exposure to volatile pricing and input costs,
including high recovered fiber and energy costs, regionally
dispersed asset base, and the difficult packaging markets in which
Caraustar operates.  

The B2 rating also considers the continuing restructuring that the
company is going through in its effort to streamline and
rationalize operations and the resultant restructuring and
impairment charges incurred over the past few years.  The B2
rating recognizes the repayment of the company's $258 million of
subordinated debentures earlier this year following the sale of
the company's 50% interest in Standard Gypsum.

Moody's last rating action on Caraustar was a downgrade of its
senior unsecured rating to B2 in May 2004.

Caraustar, headquartered in Austell, Georgia, manufacturers
recycled paperboard, producing a wide variety of tubes, cores,
composite containers, folding cartons, and industrial and consumer
packaging.  Caraustar had revenues in 2005 of
$862 million.


CENTRAL PARKING: Retains Blackstone Group as Financial Advisor
--------------------------------------------------------------
Central Parking Corporation has retained The Blackstone Group L.P.
as its financial advisor to assist the company in exploring
strategic alternatives to enhance stockholder value.

In making the announcement, Emanuel J. Eads, President and Chief
Executive Officer of Central Parking, stated that, "The company
has engaged The Blackstone Group L.P. to assist management and the
Board in evaluating the assets and operations of the Company in
order to develop possible alternative strategies to achieve
greater stockholder value.  These alternatives may include a
complete or partial sale of the Company, a merger or a decision to
take no action at this time.  Although the Company has met with
certain interested parties, at this time no agreements or
understandings have been reached with any party as to the terms of
a possible transaction.  There is no certainty that any such
transaction will actually occur in either the short or long term
and the Company is continuing to implement its previously
announced strategic plan.  Central Parking does not intend to
issue any other press release or make any other comments relating
to the subject matter referenced above until such time, if ever,
as it enters into a definitive agreement with a third party or
parties in connection with any such transaction or series of
transactions or determines to terminate this strategic process."

Headquartered in Nashville, Tennessee, Central Parking Corporation
(NYSE: CPC) provides parking and transportation-related services.  
As of September 30, 2006, the Company operated approximately 3,100
parking facilities containing approximately 1.5 million spaces at
locations in 37 states, the District of Columbia, Canada, Puerto
Rico, the United Kingdom, the Republic of Ireland, Chile,
Colombia, Peru, Spain, Switzerland, and Greece.


CENTRAL PARKING: Blackstone Engagement Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
'B+' corporate credit rating, on CreditWatch with negative
implications.  The company had about $209.4 million of total debt
at June 30, 2006.

The CreditWatch listing comes after Central Parking's recent
report that it has engaged The Blackstone Group L.P. to assist
management and the board of directors in pursuing various
strategic alternatives, including a partial or complete sale of
the company, or a possible merger.  The company does not plan to
release any additional information about the status of this review
until a definitive agreement is entered into or the strategic
review process is completed.

"Although the ultimate outcome of this process is uncertain, these
strategic alternatives could potentially weaken credit protection
measures to levels below those appropriate for the current
rating," noted Standard & Poor's credit analyst Mark Salierno.

"In the event that a sale to a financially stronger company is
announced, we would consider revising the CreditWatch listing.  We
will monitor developments associated with a potential sale of the
company in order to assess the rating implications."


CEP HOLDINGS: Taps McDonald Hopkins as Special Conflicts Counsel
----------------------------------------------------------------
CEP Holdings LLC and its debtor-affiliates asks the United States
Bankruptcy Court for the Northern District of Ohio for permission
to employ McDonald Hopkins Co., LPA, as their special counsel,
nunc pro tunc to Oct. 16, 2006.

The Debtors want McDonald Hopkins to represent them when their
lead counsel, Baker & Hostetler won't be able to represent them as
conflicts arise.  In addition, the firm will also be the Debtors'
primary conflicts counsel, when specific matters occur that cannot
be handled by Baker & Hostetler.

The firm's professionals bill:

          Position           Hourly Rate
          --------           -----------
          Shareholders       $255 - $460
          Of Counsel         $215 - $400
          Associates         $145 - $290
          Paralegals         $100 - $180
          Law Clerks             $85

To the best of the Debtor's knowledge, McDonald Hopkins does not
represent nor hold any interest adverse to the Debtors or their
estate.

Based 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).
McGuireWoods LLP represents the Official Committee of Unsecured
Creditors.  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.


CHAPARRAL STEEL: Moody's Lifts Corp. Family Rating to Ba3 from B1
-----------------------------------------------------------------
Moody's Investors Service upgraded Chaparral Steel Company's
corporate family rating to Ba3 from B1.

In a related action, the rating on the company's $150 million
senior secured borrowing base revolving credit facility was
upgraded to Baa3 from Ba1 and the rating on its $300 million
senior unsecured notes due 2013 was upgraded to B1 from B2.  

The ratings outlook is stable.  

This concludes the ratings review initiated on Sept. 6, 2006 when
Chaparral's ratings were placed under review for possible upgrade.

The upgrade reflects the company's significantly improved debt
protection metrics over recent years, including strengthened
operating margins and coverage ratios, which Moody's views as
sustainable, and the considerable progress being made in improving
utilization levels at its Virginia mill.  

Similarly, Chaparral is expected to continue to benefit from a
strong, albeit moderating, steel environment, particularly for
structural products, as well as be able to contain margin pressure
resulting from rising raw material costs through surcharges.

The stable outlook is predicated on Moody's belief that Chaparral
will continue to enjoy above-average metal margins resulting from
healthy demand levels, largely driven by non-residential
construction, that structural products will not be as vulnerable
to import threats as other steel products, such as hot-rolled
coil, and that its liquidity profile will remain strong.

Chaparral's Ba3 corporate family rating recognizes the company's
low cost mini-mill operating structure, which contributes to its
strong earnings power, its position as the second largest supplier
of structural steel in the United States, only behind Nucor, its
ability to generate reasonable cash flow through the cycle, and
improving utilization levels at its Virginia mill, which has
historically been its weaker facility.

In addition, the robust steel price environment in recent years
has enabled the company to significantly enhance its performance
and maintain a very solid financial profile, with debt to EBITDA
currently tracking under 1.  Given this substantial improvement in
performance over recent years and Chaparral's business and
financial strategy, Moody's believes that Chaparral's financial
metrics have adequate cushion at the Ba3 level for more normal
through -the cycle-earnings performance.

These ratings were upgraded:

   * Chaparral Steel Company

   -- Corporate Family Rating to Ba3 from B1

   -- $150 million graduated senior secured revolving credit
      facility to Baa3, LGD2, from Ba1,

   -- $300 million 10% graduated senior unsecured notes due 2013
      to B, LGD4, 65% from B2,

   -- Probability of Default Rating to Ba3 from B1

This rating was affirmed:

   * Chaparral Steel Company

      -- speculative grade liquidity rating of SGL-1

Moody's previous rating action on Chaparral was on Sept. 6, 2006,
when its ratings were placed under review for possible upgrade in
recognition of the company's improved financial metrics and an
overall reduction in financial risk.

Headquartered in Midlothian, Texas, Chaparral had total
consolidated steel shipments of approximately 2.6 million tons and
generated revenues of $1.5 billion for the trailing twelve months
ended Aug. 31, 2006.


CHATEAUX FRAMING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chateaux Framing, Inc.
        3701 Georgeann Place
        Ceres, CA 95307

Bankruptcy Case No.: 06-90764

Chapter 11 Petition Date:

Court: Eastern District of California (Modesto)

Judge: Robert S. Bardwil

Debtor's Counsel: David C. Johnston, Esq.
                  1020 15th Street #10
                  Modesto, CA 95354-1132
                  Tel: (209) 578-9009
                  Fax: (209) 578-5909

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


CHEMTURA CORP: Posts $39.9 Million Net Loss in 2006 Third Quarter
-----------------------------------------------------------------
Chemtura Corp. reported a $39.9 million net loss on $917 million
of sales for the third quarter ended Sept. 30, 2006, compared with
a $118.9 million net loss on $918.4 million of sales for the same
period in 2005.

At Sept. 30, 2006, the company's balance sheet showed
$4.62 billion in total assets, $2.79 billion in total liabilities,
and $1.83 billion in total stockholders' equity.

Third quarter 2006 net sales of $917.0 million were less than 1%
below third quarter 2005 net sales of $918.4 million. The decrease
is due to lower sales of $13.6 million related to the sale of the
company's Industrial Water Additives business in May 2006 and a
$21.7 million decrease in sales volume, which were mostly offset
by increased selling prices of $26.5 million and favorable foreign
currency translation of $7.0 million.

"This year's third quarter results reflect a number of operating
challenges and several notable accomplishments," said Robert L.
Wood, Chairman and CEO.

"Crop Protection results were negatively impacted by high bad debt
reserves and lower sales in Latin America and competitive
pressures in the U.S. mite market, and we continued to struggle in
Rubber Additives and EPDM Elastomers.  We've begun recapturing
volume in our non-flame retardant Plastic Additives business but
it has not yet translated into the margin recovery we anticipate.
Flame Retardants, Consumer Products, Lubricant Additives and
Urethanes all turned in solid performances.

Included in the operating loss for the three month period ended
Sept. 30, 2006 is a pre-tax impairment charge of $51.9 million,
due primarily to continued weak market share and the projected
loss of revenue in the Fluorine business resulting from the loss
of a customer.  Additionally, the company recorded an impairment
charge related to certain assets used in the Fluorine business of
$22.7 million.  

The operating loss for the third quarter of 2006 was $51.9 million
as compared to an operating loss of $49.7 million for the third
quarter of 2005

The loss from continuing operations for the third quarter of 2006
was $85.8 million compared to $120.3 million for the third quarter
of 2005.  The improvement is partly due to lower interest expense
of $6.8 million and a higher tax benefit in 2006 compared to 2005
principally due to the absence of non-recurring taxes in 2005 on
dividends under the Foreign Earnings Repatriation provisions of
the 2004 American Jobs Creation Act and the lack of any tax
benefit in 2005 for the write-off of in-process research and
development.  These increases were partially offset by higher
costs of $13.5 million for the loss on early extinguishment of
debt principally related to the early retirement of the company's
9.875% Notes in July 2006.

During the third quarter of 2006, the company recorded a gain on
sale of discontinued operations of $45.9 million related to the
sale of the OrganoSilicones business to General Electric Company
in July of 2003.  This gain represents the recognition of the
additional contingent earn-out proceeds related to the combined
performance of GE's existing Silicones business and the
OrganoSilicones business from the date of the sale through Sept.
30, 2006.

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?1630

                     About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corporation
(NYSE: CEM) -- http://www.chemtura.com/ -- is a global  
supplier of plastic additives, including flame retardants.  The
company also manufactures and markets pool and spa products and  
seed treatment and miticides in the agricultural market.  Chemtura
has more than 6,500 employees in research, manufacturing, sales
and administrative facilities in every major market of the world.  

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service affirmed its Ba1 Corporate Family Rating
for Chemtura Corp., in connection with the implementation of its
new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. chemicals and allied products sectors.  
Additionally, Moody's held its Ba1 probability-of-default rating
on the company's $500 Million 6.875% Guaranteed Senior Notes due
June 2016.


CINCINNATI BELL: Carl Redfield Resigns as Director
--------------------------------------------------
Cincinnati Bell Inc. disclosed that on Nov. 22, 2006, Carl
Redfield resigned from its board of directors.

Mr. Redfield was a director of the company since 2000.  He was
also defendant in a derivative lawsuit filed by Jack Garlich on
behalf of nominal defendant, Cincinnati Bell, in the Hamilton
County Court of Common Pleas, Ohio Civil Division, against present
or former officers and/or directors of the company including
Lawrence J. Bouman, Carl Redfield, John M. Zrno, Karen M. Hoguet,
Daniel J. Meyer, Phillip M. Cox, David B. Sharrock, Mary D.
Nelson, William A. Friedlander, and J. Taylor Crandall.  The suit
alleged, among other things, that the defendants breached their
fiduciary duties to the company.  The defendants had denied
breaching any duty.

In settlement of the action the company on behalf of all
defendants, agreed to, among others, commit to a 2:1 ratio of
independent outside directors to inside directors on its board of
directors.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc.
(NYSE:CBB) -- http://www.cincinnatibell.com/-- provides a wide  
range of local exchange and wireless telecommunications products
and services to residential and business customers in Ohio,
Kentucky and Indiana.

                         *     *     *

Cincinnati Bell's senior secured debt, bank loan debt and
corporate family ratings carry Moody's Ba3 rating.  Moody's also
junked the Company's preferred stock rating and placed its senior
unsecured debt at B1 and senior subordinated debt at B2.

Standard & Poor's placed the Company's long-term foreign and local
issuer credit ratings at B+ with a negative outlook.

The Company's senior secured and bank loan debts carry Fitch's BB+
ratings.  Fitch also assigned a BB- rating to the Company's senior
unsecured debt, a B rating to its subordinated debt and a B-
rating to its preferred stock.


COLLINS & AIKMAN: Seeks Bridge Order Extending Plan-Filing Period
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan for a
bridge order extending their exclusive right to file a plan of
reorganization until Jan. 12, 2007, and to solicit plan
acceptances until Feb. 26, 2007, without prejudice to their right
to seek additional extensions.

The Debtors tell Judge Rhodes that the proposed extension is
consistent with their decision to pursue a cooperative sale
process to maximize the value of their estates and to save jobs.

The Debtors expect the sale process to culminate with the Plan
confirmation.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that although all of the parties continue to
work in good faith toward the goal of finalizing an agreement that
will form the basis of the Plan as quickly as possible, more time
is needed so that the parties can complete their negotiations.  
The Debtors anticipate that they would then be in a position to
file a plan shortly and before the Court's hearing on that
agreement.

A brief extension of the Exclusivity Periods is intended to enable
the Debtors to continue the Plan process in an orderly, efficient
and cost-effective manner for the benefit of all parties,
Mr. Schrock maintains.

The Court will convene a hearing to consider the Motion on
Dec. 14, 2006, at 2:00 p.m.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


COLLINS & AIKMAN: Textron Wants to Sell C&A Products' Shares
------------------------------------------------------------
Textron, Inc., notifies the U.S. Bankruptcy Court for the Eastern
District of Michigan that it intends to sell, trade, or otherwise
transfer (i) 56,218 shares of Series A preferred stock and (ii)
143,700 shares of Series B preferred stock of Collins & Aikman
Products Co.

James E. DeLine, Esq., at Kerr, Russell and Weber, PLC, relates
that Textron originally owned the Stock before the Debtor's
Petition Date.

Mr. DeLine discloses that if the proposed transfer is permitted
to occur, Textron will beneficially own no further shares of
Stock effective December 31, 2006.

C&A Products has until December 21 to object to the Proposed
Transfer.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


COLLINS & AIKMAN: Rejects Ten Contracts and Leases
--------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to reject 10 executory contracts and unexpired leases
pursuant to Court-established rejection procedures.

The Rejected Contracts and Leases are:

Counterparty              Contract/Lease          Effective Date
------------              --------------          --------------
Primary Energy of North   Steam Purchase Contract     11/01/06
   Carolina, LLC

Vesey Air, LLC            Raytheon aircraft lease     10/31/06

DaimlerChrysler Aviation  Aircraft storage contract   11/30/06
   Services, Inc.

SeaGil Software Company   Software licensing deal     11/10/06

Satcom Direct Comm.       Satcom/Iridium network      11/10/06
                             services

MedAire, Inc.             Business & General          11/10/06
                             Aviation Service Deal

ARINC Incorporated        ARINC Direct Service Pact   11/10/06
                                     
TriMas Corporation        Time Sharing Pact           11/10/06
                                    
Metaldyne Corporation     Time Sharing Pact           11/10/06

Honeywell                 Turbofan Engine             11/10/06
                             Maintenance Service Plan

The Debtors do not waive any claims against the counterparties to
the Contracts or Leases whether or not those claims are related to
the rejection.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


COMPLETE PRODUCTION: Prices $650 Mil. Sr. Notes Private Offering
----------------------------------------------------------------
Complete Production Services Inc. has priced a private offering of
$650 million of 8% Senior Notes due 2016.  The company expects to
close the sale of the notes on Dec. 6, 2006, subject to
satisfaction of customary closing conditions.

Complete intends to use net proceeds from the sale of the notes to
retire the outstanding balance of approximately $415.8 million
under its existing bank term loan, to retire outstanding
indebtedness of approximately $30.3 million it assumed in
connection with its recent acquisition of Pumpco Services, Inc.,
and to repay approximately $191.9 of the outstanding borrowings
under its existing revolving credit facility.

Complete Production Services, Inc. provides completion, production
and drilling services and products to the oil and gas industry in
many of the most active basins throughout North America.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services assigned its 'B' rating to
oilfield services company Complete Production Service's proposed
$600 million unsecured senior notes due 2016.  The corporate
credit rating on Complete is 'B+'.


COPANO ENERGY: Prices Public Offering at $59.11 per Unit
--------------------------------------------------------
Copano Energy, L.L.C., has priced an underwritten public offering
of 2,500,000 common units at $59.11 per unit.  The offering is
scheduled to close on Dec. 6, 2006.  In connection with the
offering, Copano Energy has granted the underwriters a 30-day
option to purchase up to 375,000 additional common units to cover
over-allotments.

Copano Energy intends to use the net proceeds from the offering to
repay in full its $100 million unsecured term loan and for general
company purposes, including reducing amounts outstanding under its
senior secured revolving credit facility, entering into new hedge
arrangements as market conditions warrant or funding capital
expenditures.

UBS Investment Bank and Morgan Stanley & Co., Incorporated are
joint book- running managers for the offering.  The co-managing
underwriters participating in the offering are RBC Capital Markets
Corporation, Lehman Brothers Inc., Citigroup Global Markets Inc.,
Wachovia Capital Markets, LLC, Banc of America Securities LLC,
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc.,
KeyBanc Capital Markets, a Division of McDonald Investments Inc.,
and Sanders Morris Harris Inc.

A copy of the final prospectus supplement and related base
prospectus, meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, can be obtained from:

     UBS Securities LLC
     Attention: Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Telephone: 212-821-3000

             and

     Morgan Stanley
     Attention: Prospectus Department
     1585 Broadway
     New York, NY 10036

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

                          *     *     *

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


CROWN CASTLE: Completes $1.55 Bil. Tower Revenue Notes Offering
---------------------------------------------------------------
Crown Castle International Corp. has completed the sale of its
previously announced offering of $1.55 billion of Senior Secured
Tower Revenue Notes, Series 2006-1.

The Offered Notes were issued by certain of its indirect
subsidiaries in a private transaction as additional debt
securities under the existing Indenture dated as of June 1, 2005,
pursuant to which the Senior Secured Tower Revenue Notes, Series
2005-1 were issued.

The Offered Notes consist of seven classes of notes, five of which
are rated investment grade.  The weighted average interest rate on
the various classes of Offered Notes is approximately 5.71%.  
Further, all of the Offered Notes have an expected life of five
years with a final maturity of November 2036.

Crown Castle used approximately $1 billion of the net proceeds
received from this offering to repay the outstanding term loan
under the Crown Castle Operating Company credit facility.  Crown
Castle expects to use the remaining net proceeds received from
this offering to pay the expected cash portion of the
consideration of the planned acquisition of Global Signal Inc. or,
in the event the acquisition of Global Signal Inc. is not
consummated, for general corporate purposes.

The Borrowers' obligation to make interest payments under the
Offered Notes is entirely on a fixed interest rate basis.  The
Offered Notes are comprised of seven classes, including
$623.5 million of Class A notes, receiving the highest investment
grade rating of Aaa/AAA by Moody's Investor Services and Fitch
Ratings, respectively.  The Class A notes include $453.5 million
of a fixed rate class and $170 million of a floating rate class
(floating rate payments will be paid by a third party pursuant to
a swap arrangement between the indenture trustee and such third
party in exchange for a fixed rate payment by the Borrowers).

                         About Crown Castle

Crown Castle International Corp. -- http://www.crowncastle.com/
-- engineers, deploys, owns and operates shared wireless
infrastructure, including extensive networks of towers.  Crown
Castle offers wireless communications coverage to 68 of the top
100 United States markets and to substantially all of the
Australian population.  Crown Castle owns, operates and manages
over 10,600 and over 1,300 wireless communication sites in the
U.S. and Australia, respectively.


CROWN CASTLE: Moody's Rates $83-Mil. Class G Senior Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned ratings to eight classes of
notes issued by Crown Castle Towers LLC.

These are the rating actions:

   * Issuer: Crown Castle Towers LLC

   * Anticipated Repayment Date: Nov. 15, 2011

   * Rated Final Payment Date: Nov. 15, 2036

      -- $453,540,000, 5.2446%, Class A-FX Series 2006-1 Senior
         Secured Tower Revenue Notes, Aaa

      -- $170,000,000, Libor + 0.17%, Class A-FL Series 2006-1
         Senior Secured Tower Revenue Notes, Aaa

      -- $150,155,000, 5.3620% Class B Series 2006-1 Senior
         Secured Tower Revenue Notes, Aa2

      -- $150,155,000, 5.4696% Class C Series 2006-1 Senior
         Secured Tower Revenue Notes, A2

      -- $150,150,000, 5.7724% Class D Series 2006-1 Senior
         Secured Tower Revenue Notes, Baa2

      -- $144,000,000, 6.0652% Class E Series 2006-1 Senior
         Secured Tower Revenue Notes, Baa3

      -- $249,000,000, 6.6496% Class F Series 2006-1 Senior
         Secured Tower Revenue Notes, Ba1

      -- $83,000,000, 6.7954% Class G Series 2006-1 Senior
         Secured Tower Revenue Notes, Ba2

Crown Castle International Corp. is a large wireless
communications tower owner with a presence throughout the United
States and Australia.  The firm derives approximately 90% of its
revenues by leasing site space on its 11,527 U.S. towers to
wireless service providers and constitutes the cash flow stream
for this securitization.  The remaining revenue is derived from
its services business, which provides network services relating to
sites or wireless infrastructure for customers, including project
management of antenna installation.

On June 8, 2005 Crown Castle Towers LLC issued a series of notes
consisting of four subclasses in the amount of $1,900,000,000.

Since then Crown Castle International Corp. has acquired three
other tower portfolios:

   (a) Trintel, a portfolio of 467 sites in Dallas-Fort Worth,
       Detroit and New Orleans;

   (b) Mountain Union Telecom, a portfolio of 474 sites in Los
       Angeles, Denver, Phoenix and Las Vegas; and,

   (c) on Oct. 6, 2006 CCI announced it had entered into a
       definitive agreement to acquire Global Signal in a stock
       and cash transaction valued at approximately $5.8 billion
       and is expected to close in the first quarter of 2007

The additional $1.55 billion raised through this offering will be
used to refinance its existing credit facility and the cash
portion of the Global Signal acquisition.  10,578 towers owned by
the Initial Issuers that constituted the cash flow stream for the
2005-1 notes will be supplemented by an additional 949 sites.  The
cash flows from the combined 11,527 sites will constitute the cash
flow for 2005-1 and 2006-1 notes, and as of Sept. 30, 2006 the
11,527 sites had an annualized run rate net cash flow of
$423 million.

Moody's ratings on this transaction are derived from Moody's
projected net cash that the pool will generate from leasing the
tower sites, the structural enhancement including the subordinate
tranches, and the legal structure.  Moody's ratings address only
the credit risks associated with the transaction.  Other non-
credit risks, such as those associated with the timing of
principal prepayments and the payment of prepayment penalties,
have not been addressed and may have a significant effect on yield
to investors.


CWABS INC: Moody's Chips Rating on Class B-1 Tranches to Ba3
------------------------------------------------------------
Moody's Investors Service upgraded twenty-five mezzanine and
subordinate tranches, has downgraded three mezzanine and
subordinate tranches, and has confirmed the ratings on fourteen
mezzanine and subordinate tranches from eleven mortgage backed
securitizations all issued by Countrywide Home Loans, Inc. in 2002
and 2003.

The pools are primarily backed by first and second lien
adjustable-rate and fixed-rate subprime mortgage loans.  The
underlying collateral in the 2003-S2 deal consists of prime-
quality fixed-rate mortgages.  The loans are serviced by
Countrywide Home Loans Servicing, LP.

The certificates are being upgraded based on the strong
performance of the mortgage pools.  The bonds' current credit
enhancement, provided by subordination, excess spread,
overcollateralization and mortgage insurance where applicable, is
high compared to the current projected losses on the underlying
pools.

The certificates from the 2003-S&D deals are being downgraded
based on the fact that existing credit enhancement levels are
relatively low given the current projected losses on the
underlying pools.  At origination, the seasoned loans in these
"scratch and dent" transactions had either delinquency histories
and/or missing loan documentation, or were in non-compliance with
sellers' underwriting guidelines.

Although the collateral in these deals may be performing within
Moody's original expectations, some of the current credit support
deterioration can be attributed to the deals passing performance
triggers and therefore releasing large amounts of
overcollateralization.

Finally, Moody's has confirmed the current ratings on several
classes of certificates as credit support is sufficient to support
their current ratings.

   * Issuer: CWABS, Inc. Asset-Backed Certificates

   * Upgrade:

      -- Series 2003-BC6, Class M-1, upgraded from Aa2 to Aaa
      -- Series 2003-BC6, Class M-2, upgraded from A2 to Aa1
      -- Series 2003-BC6, Class M-3, upgraded from A3 to Aa3
      -- Series 2003-BC6, Class M-4, upgraded from Baa1 to A2
      -- Series 2003-4, Class M-1, upgraded from Aa2 to Aaa
      -- Series 2003-4, Class M-2, upgraded from Aa3 to Aa1
      -- Series 2003-4, Class M-3, upgraded from A2 to A1
      -- Series 2003-5, Class MF-1, upgraded from Aa2 to Aaa
      -- Series 2003-5, Class MF-2, upgraded from A2 to Aa1
      -- Series 2003-5, Class MF-3, upgraded from A3 to Aa2
      -- Series 2003-5, Class MF-4, upgraded from Baa1 to A1
      -- Series 2003-5, Class MF-5, upgraded from Baa2 to A2
      -- Series 2003-5, Class BF, upgraded from Baa3 to A3
      -- Series 2003-5, Class MV-1, upgraded from Aa2 to Aaa
      -- Series 2003-5, Class MV-2, upgraded from A2 to Aa3
      -- Series 2003-5, Class MV-3, upgraded from A3 to A1
      -- Series 2003-S2, Class M-1, upgraded from Aa2 to Aaa
      -- Series 2003-S2, Class M-2, upgraded from A2 to Aa2
      -- Series 2003-S2, Class B-1, upgraded from Baa2 to A3
      -- Series 2003-SC1, Class M-1, upgraded from Aa2 to Aaa
      -- Series 2003-SC1, Class M-2, upgraded from A2 to Aa2
      -- Series 2003-SC1, Class M-3, upgraded from A3 to Aa3
      -- Series 2003-SC1, Class M-4, upgraded from Baa1 to A1
      -- Series 2003-SC1, Class M-5, upgraded from Baa2 to A2
      -- Series 2003-SC1, Class B, upgraded from Baa3 to A3

   * Confirm:

      -- Series 2002-6, Class M-2, confirmed at A2
      -- Series 2002-6, Class B,   confirmed at Baa2
      -- Series 2003-BC4, Class M-1, confirmed at Aa2
      -- Series 2003-BC4, Class M-2, confirmed at Aa3
      -- Series 2003-BC4, Class M-3, confirmed at A1
      -- Series 2003-BC4, Class M-4, confirmed at A2
      -- Series 2003-BC6, Class M-5, confirmed at Baa2
      -- Series 2003-BC6, Class B, confirmed at Baa3
      -- Series 2003-1, Class M-1, confirmed at Aa2
      -- Series 2003-1, Class M-2, confirmed at A2
      -- Series 2003-1, Class B,   confirmed at Baa2
      -- Series 2003-5, Class MV-4,confirmed at Baa1
      -- Series 2003-5, Class MV-5,confirmed at Baa2
      -- Series 2003-5, Class BV,  confirmed at Baa3

   * Issuer: Countrywide Home Loan Trust

   * Downgrade:

      -- Series 2003-S&D1, Class B-1, downgraded from Baa2 to
         Baa3

      -- Series 2003-S&D2, Class M-2, downgraded from A2 to Baa2

      -- Series 2003-S&D2, Class B-1, downgraded from Baa2 to Ba3

   * Confirm:

      -- Series 2003-S&D3, Class B-1, confirmed at Baa2


DANA CORPORATION: Wants to Participate in Hicks's PI Appeal
-----------------------------------------------------------
In December 2002, Louis Hicks filed a lawsuit in the Philadelphia
Court of Common Pleas against 46 defendants, including Dana
Corporation, alleging physical injury from exposure to asbestos.   
Mr. Hicks died in 2003 at the age of 76.  Since then, the
Philadelphia Lawsuit has proceeded on behalf of Mr. Hicks's
estate via his daughter, Denyse Hicks.

The Philadelphia Lawsuit proceeded to a jury trial against only
two defendants, John Crane, Inc., and Dana.  In June 2004, the
jury returned a verdict of $5,000,000 in favor of the Hicks
Estate.  Based on Dana's proportionate share of the Verdict,
along with an award of "delay damages," the Trial Court entered
judgment of $464,606 against Dana.

In May 2005, Crane and Dana appealed the Trial Court order to the
Pennsylvania Supreme Court.  The Appeal addresses certain issues
raised solely by Crane, certain issues raised solely by Dana and
certain issues raised by both parties.

In September 2006, the Supreme Court upheld the Trial Court's
ruling on the constitutionality of the Fair Share Act and
remanded the Appeal to the Pennsylvania Superior Court for
resolution of the remaining issues on appeal.

The Appeal is stayed with respect to Dana because of its
bankruptcy filing, but is not stayed with respect to Crane.

Dana anticipates that the Supreme Court will shortly issue a
remand mandate to the Superior Court and transfer the appellate
record to the Superior Court for further proceedings on the
Appeal.  Dana also anticipates that the Superior Court will
promptly issue a briefing schedule for the Appeal and proceed
with the Appeal, with respect to Crane only, if the automatic
stay remains in place as to Dana.

If so, Dana notes that Crane would be responsible for all
briefing and oral argument in the Appeal that necessarily relate
address only the Crane Issues and Common Issues.  Such an outcome
is likely to prejudice materially Dana's interests.  Dana
believes that it could become bound by the Superior Court's
decisions on the Common Issues without having had a voice in the
Appeal, if it remains stayed from participating in the
proceeding.  Dana also believes that the Dana Issues, when
considered in conjunction with the Common Issues, may enhance its
prospects of obtaining reversal of the Trial Court order.

Accordingly, Dana desires to participate in the Appeal.  Dana
asserts that the Appeal will only require its briefing and
argument as opposed to discovery and trial and therefore, should
not burden the estate with excessive costs.

Thus, the Debtors, the Official Committee of Unsecured Creditors
and the Official Committee of Equity Security Holders stipulate
to seek modification of the automatic stay to permit Dana to
participate in the Appeal.

                      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 Moving Danacq Lease Decision Date to Jan. 12
-----------------------------------------------------------------
Dana Corporation, its debtor-affiliates, and Danacq Rochester
Hills, agreed to further extend the time for the Debtors to decide
whether to assume or reject the 20-year lease agreement they
entered into with Danacq Rochester until Jan. 12, 2007.

The Debtors' decision period on the Danacq's Lease expired on
Dec. 4, 2006.

Dana and Danacq Rochester entered into that lease agreement in
October 2001, pursuant to which Danacq Rochester leased to Dana
certain non-residential real property located at 2910 Waterview,
Rochester Hills, in Michigan.

                      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: Trade Creditors Sell 814 Claims Totaling $8,181,711
--------------------------------------------------------------
In July 2006, the Clerk of the U.S. Bankruptcy Court for the
Southern District of New York recorded 814 claims transfers
totaling $8,181,711:

   Transferee                         Transfers   Total Amount
   ----------                         ---------   ------------
   Deutsche Bank Securities, Inc.         13        $6,437,184
   Madison Investment Trust               79         5,937,912
   Merrill Lynch Credit Products, LLC      2         5,694,262
   Longacre Master Fund                   11         3,904,595
   Argo Partners                          95         3,269,148
   JPMorgan Chase Bank, N.A.               2         1,678,535
   Sierra Liquidity Fund                 139         1,355,528
   ASM Capital, LP                        94         1,123,999
   Debt Acquisition                      198           578,959
   Liquidity Solutions, Inc.              31           566,252
   Blue Angel Claims, LLC                  2           214,495
   Trade.Debt.Net                        151           149,256
   Capital Investors, LLC                  1             6,018

Deutsche Bank could be reached through Richard Vichaidith at 60
Wall Street, Floor 3, in New York, at (212) 250-5760.

Gary Cohen acts on behalf of Merrill Lynch, at 4 World Financial
Center, 7th Floor, in New York.  Mr. Cohen can be contacted at
(212) 449-4969.

ASM Capital could be contacted through Adam Moskowitz at 7600
Jericho Turnpike, Suite 302, in Woodbury, New York.

Blue Angel is located at 65 East 55th Street, 19th Floor, in New
York.  Capital Investors is located at One University Plaza,
Suite 312, in Hackensack, New Jersey.

                      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).


DETROIT PUBLIC: Moody's Cuts Rating to Ba1 with Negative Outlook
----------------------------------------------------------------
Moody's Investors Service has downgraded Detroit Public Schools'
rating to Ba1 from Baa3, impacting the Series 1996 and 1999
General Obligation Limited Tax bonds, on which Moody's currently
has outstanding ratings.  

The outlook is negative.

The remaining principal outstanding for the two series of debt is
$13.395 million.

The downgrade to the Ba1 rating reflects:

   -- the district's limited revenue raising flexibility;

   -- long-term trends of population erosion resulting in
      declining enrollment and revenue trends;

   -- a balance sheet supported by previously issued deficit
      elimination bonds; and,

   -- significant deferred maintenance needs.

Exacerbating these long-term trends, recent external pressures
include a significant decline in 2006-2007 enrollment from
budgeted figures following a protracted teachers strike, and
expected mid-year state aid reductions.  The district has already
made difficult decisions, and with looming challenges, continued
difficult steps are expected.

While the FY05 conversion of $213 million of cash-flow notes into
long-term debt provided much needed time to implement structural
changes in accordance with the Deficit Elimination Plan, external
forces continue to pressure the district's operations and the
financial profile has returned to a weak liquidity position.

The enhanced Aa2 ratings are unaffected by the revision to the
underlying rating, as they are dependent on the state of
Michigan's credit rating.

Enrollment suffers larger-than-budgeted decline:

Over the past several years, the district's enrollment has
declined annually, and the district is budgeting for continued
declines.  Given the per pupil state aid funding formula, revenue
has subsequently declined in each of the past three fiscal years.
This has resulted in the district making difficult expenditure
reductions.  For the current school and fiscal year, the district
had budgeted an enrollment drop of 9,300.  However, after the
illegal protracted teachers strike and the related school closings
at the beginning of the school year, the state's October 2006
enrollment count was down an additional 6,000-7,000, with a
material $40 million revenue impact for FY07.  The district
responded by making lay-off announcements in early November,
cutting $29 million in operating expenditures.  The balance of the
offsetting cuts are expected from discretionary line-items.

The unbudgeted enrollment decline is largely a function of the
temporary school closings.  While some students may migrate back
to the district, it is likely that the impact will carry-forward
and result in a long-term loss of a portion of that population and
revenue base.

Deficit elimination plan in place:

When the Deficit Elimination Plan was updated and submitted to the
state in July 2006, Moody's believes many of the underlying
assumptions and action plans were reasonable and achievable, with
balanced operations expected for FY07.  However, since that time,
several material changes have emerged.  The enrollment count for
FY07 is dramatically less than budgeted after the teacher's strike
and the district's temporary school closure, resulting in a
proportionate revenue loss.  Moody's believes this elevated
enrollment loss is not annual in nature.

Compounding enrollment pressures, the state recently announced
that the state's school aid fund was challenged, and that a mid-
year reduction in the per-pupil formula is likely, which would
negatively impact FY07 and beyond.  With the district's FY07
budget set, any change to state aid creates unforeseen budgetary
stress.  The DEP and FY07 budget was contingent on achieving
$88 million in concessions from labor unions; $40 million was
realized, with the balance of reductions occurring in
discretionary line-items.

The DEP lays out detailed and aggressive strategies for balancing
financial operations, including operational reductions as well as
school building closures.  These very difficult decisions will
require significant political support and managerial discipline,
with the likely financial impact hitting in FY08.

Better-than-budgeted fy06 operating deficit expected:

Favorably, the district reports that FY06 will result in better-
than-budgeted results.  The FY05 General Fund balance was
$46.8 million, and the DEP cites a budgeted $11 million General
Fund balance for FY06.  Officials expect the FY06 General Fund
balance to be $17-18 million, reflecting effective management
actions taken in the previous year.

Nevertheless, this represents another year of operating deficit,
on a balance sheet that is supported by proceeds of the FY05
Deficit Elimination Bonds.

New board in 2006:

In 1999, the state abolished the elected board and appointed a
temporary board with a strong CEO position and which answered to
the Mayor.  In 2004, the voters restored the elected board for the
November 2005 election.  As appointed board members are prohibited
from running for office for one year, there will be significant
change in the governing body.  

Moody's believes this wholesale change creates uncertainty as to
the financial goals of the district.  Despite declining
enrollments and the closure of many schools, the district faces
many deferred maintenance capital needs.  Officials cite that the
average age of a school exceeds 50 years, even after the
construction of approximately 20 new buildings.  With an existing
high debt burden coupled with slow amortization, the district will
be challenged to address their capital needs at a time of
operating pressure.

Outlook:

The negative outlook reflects the difficult decisions that
confront the district in the upcoming years, and our expectation
that operating deficits could continue into FY07 and beyond.
Revenues are expected to continue declining, due to enrollment
reductions coupled with pressured state aid, which will require
offsetting expenditure cuts.  While the district's Deficit
Elimination Plan is reasonable in its original assumptions and
achievable, new external forces weigh heavily on the district's
capacity to restore financial structural balance.

What could change the rating - up

   -- Ability to implement and realize the goals of the Deficit
      Elimination Plan

   -- Structurally balanced operations in FY07 and beyond

   -- Enrollment losses that taper off

What could change the rating - down

   -- Continued revenue losses resulting in ongoing operating
      deficits

   -- Significant change to the debt profile - though at this
      time, this is not expected.

Key statistics:

   -- 2000 population: 951,267 (a 7.5% decline from previous
      census)

   -- Full valuation: $26.8 billion

   -- Full value per capita: $26,874

   -- Per capita income as % of the state (2000 census): 66.4%
      (68.2% of the nation)

   -- Largest taxpayer as a % of taxbase: 8.3% (DaimlerChrysler)

   -- Debt burden: 11.3%

   -- Average annual enrollment decline (2000-2005): 3.9%

   -- FY05 General Fund balance: deficit $46.79 million, or 3.3%
      of General Fund revenues

   -- Deficit Elimination Bonds outstanding: $213 million


DEVELOPERS DIVERSIFIED: Plans 2007 Quarterly Dividend Increase
--------------------------------------------------------------
Developers Diversified intends to increase its quarterly 2007
common share dividend to $0.66 per share, which is 11.9% higher
than the quarterly common share dividend of $0.59 per share paid
by Developers Diversified in 2006.  This increase is scheduled to
commence in April 2007.  On an annualized basis, the dividend
would increase to $2.64 per share in 2007 from $2.36 per share in
2006.

Scott Wolstein, Developers Diversified's Chairman and Chief
Executive Officer, commented, "This dividend increase is achieved
through our continued outstanding financial performance and
signals the Board's confidence in the growth, earnings and cash
generating potential of our business.  Our dividend policy
reflects our commitment to shareholders' interests by balancing
dividend growth with dividend safety."

Based in Beachwood, Ohio, Developers Diversified Realty
Corporation -- http://www.ddr.com/-- currently owns and manages  
over 500 retail operating and development properties in 44 states,
plus Puerto Rico and Brazil, totaling 118 million square feet.
The Company is a self-administered and self-managed real estate
investment trust operating as a fully integrated real estate
company which acquires, develops and leases shopping centers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings affirmed Developers Diversified Realty Corporation's
ratings following the company's announcement of the pending
acquisition of Inland Retail Real Estate Trust Inc.  Ratings
affirmed include the Company's BBB Issuer Default Rating, BBB
Senior unsecured debt and BB+ preferred stock rating.


DOBSON COMMS: Improved Operations Prompt S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for Dobson
Communications Corp. and its wholly owned operating subsidiaries,
American Cellular Corp., Dobson Cellular Systems Inc., and Dobson
Operating Co. LLC, to positive from developing and affirmed the
'B-' corporate credit rating for the four entities.

Okalahoma City, Oklahoma-based Dobson is a wireless communications
provider serving approximately 1.6 million subscribers in rural
and suburban markets in 16 states across the U.S.

"The outlook revision reflects improvement in operating trends
during 2006, after a challenging 2005," said Standard & Poor's
credit analyst Susan Madison.

Since the beginning of 2006, the company has seen a meaningful
improvement in operating metrics.

"We expect continued improvement in credit metrics over the next
year," said Ms. Madison.

Dobson's ratings reflect increasing competition in the wireless
sector, particularly from larger, better-capitalized national
competitors, the company's reliance on roaming revenue, and a
highly leveraged financial profile.  These risks are somewhat
tempered by the recent improvement in operating trends, the
extension through 2009 of the company's roaming agreement with
Cingular, and a strengthening financial profile.


DOLLAR GENERAL: Names David L. Bere' as Chief Operating Officer
---------------------------------------------------------------
Dollar General Corp. has named David L. Bere' as its new President
and Chief Operating Officer, effective Dec. 4, 2006.  Mr. Bere'
will report to David A. Perdue, Chairman and CEO, and will be
responsible for overseeing the business operations of the company.

"I am excited to have David join our management team as we
embark upon a period of exciting changes," said Mr. Perdue.  "He
understands the Company and our culture.  David's perspective is
both strategic and tactical, and I am confident that he will play
a key role as we move to the next level in the development of our
business model."

Headquartered in Goodlettsville, Tennessee, Dollar General
Corporation -- http://www.dollargeneral.com/-- is a Fortune  
500(R) discount retailer with 7,821 neighborhood stores as of
Oct. 28, 2005.  Dollar General stores offer convenience and
value to customers by offering consumable basic items that are
frequently used and replenished, such as food, snacks, health and
beauty aids and cleaning supplies, as well as a selection of basic
apparel, housewares and seasonal items at everyday low prices.

                        *     *     *

On Oct. 17, 2006, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the US and Canadian Retail sector,
the rating agency confirmed its Ba1 Corporate Family Rating for
Dollar General Corporation and downgraded its Ba1 rating on the
Company's $200 million 8-5/8% senior unsecured notes to Ba2.  In
addition, Moody's assigned an LGD4 rating to notes, suggesting
noteholders will experience a 66% loss in the event of a default.


DURA AUTO: U.S. Trustee Appoints Seven-Member Creditors Committee
-----------------------------------------------------------------
Relative to DURA Automotive Systems, Inc. and its debtor
affiliates' Chapter 11 cases, Kelly Beaudin Stapleton, U.S.
Trustee for Region 3 pursuant to Section 1102(a)(1) of the
Bankruptcy Code, appointed seven creditors to the Official
Committee of Unsecured Creditors.

The appointed creditors are:

     (1) Wilfrid Aubrey LLC
         Attn: Nicholas W. Walsh
         100 William Street
         Suite 1850
         New York, NY 10038
         Phone: 212-675-4906
         Fax: 212-675-3626

     (2) BNY Trust Company Midwest.
         Attn: Robert H. Major
         6525 W. Campus Oval
         New Albany, OH 43054
         Phone: 614-775-5278
         Fax:614-775-5636

     (3) US Bank National Association.
         Attn: James E. Murphy
         100 Wall Street
         Suite 1600
         New York, NY 10005
         Phone: 212-361-6174
         Fax: 212-514-6841

     (4) International Union, UAW
         Attn: Niraj Ganatra, Esq.
         8000 East Jefferson Avenue
         Detroit, MI 48214
         Phone: 313-926-5216
         Fax: 313-926-5240

     (5) Pension Benefit Guaranty Corporation
         Attn: William McCarron, Jr.
         1200 K Street N.W.
         Washington, D.C. 20005
         Phone: 202-326-4000, ex. 3471
         Fax: 202-326-4112

     (6) Johnson Electric N.A., Inc.
         Attn: Douglas G. Eberle
         47660 Halyard Drive
         Plymouth, MI 48170
         Phone: 734-392-5308
         Fax: 734-392-5388

     (7) Thompson I.G., LLC
         Attn: Christine Maria DeSonia
         3196 Thompson Rd.
         Fenton, MI 48430
         Phone: 810-629-9558
         Fax: 810-629-8342

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


E2 BROKERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: E2 Brokers, Inc.
        dba Naturally Pure Enterprises
        dba EZ Brokers
        1160 Tara Court #B
        Rocklin, CA 95765

Bankruptcy Case No.: 06-25014

Type of Business: The Debtor conducts employment drug testing.

Chapter 11 Petition Date: November 28, 2006

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Scott A. CoBen, Esq.
                  CoBen & Associates
                  1214 F Street
                  Sacramento, CA 95814
                  Tel: (916) 492-9010

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Income taxes              $743,606
P.O. Box 21126
Philadelphia, PA 19114

Law Office Wanland &          Business debt             $187,000
Spaulding
705 University Avenue
Sacramento, CA 95825

Franchise Tax Board           State income taxes        $181,273
Attn: Bankruptcy Unit
P.O. Box 2952
Mail Stop A-340
Sacramento, CA 95812-2952

Jake Mickalich                Business debt             $120,000
6661 Stanford Ranch Road
#F172
Rocklin, CA 95765

J&S Jackson Center, LLC       Business debt              $78,709

Gaspar Garcia II, Esq.        Business debt              $45,000

Unishippers                   Business debt              $35,510

Samantha Betts                Business debt              $20,000

PG&E                          Business debt              $12,371

Dell Financial Services       Business debt               $9,101

Cingular Wireless             Business debt               $4,247

Avaya, Inc.                   Business debt               $2,170

Cingular Wireless             Business debt               $1,023

Pitney Bowes                  Business debt                 $673

SBC                           Business debt                 $423

BA Merchant Services          Business debt                 $272

Bank of America               Business debt                 $195

Safeguard                     Business debt                  $37

Telepage Communications, Inc. Business debt                  $26

Steve's Place, Inc.           Business debt                  $15


ELMTREE HEIGHTS: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Elmtree Heights, LLC
        306 Lorton Avenue
        Burlingame, CA 94010

Bankruptcy Case No.: 06-31130

Chapter 11 Petition Date: November 29, 2006

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Peter M. Radin, Jr., Esq.
                  Law Office of Peter M. Radin
                  601 California Street #1300
                  San Francisco, CA 94104
                  Tel: (415) 421-2077

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Union Holdings       Commercial loan            $54,000
dba PaC Union Prop. Serv.
601 California Street
Suite 1300
San Francisco, CA 94108

Canyon Way, LLC               Claim for sanctions        Unknown
62 First Street, 4th Floor
San Francisco, CA 94105

Farella, Braun & Martel       Professional services      Unknown
235 Montgomery Street
San Francisco, CA 94104

Pinnacle Law Group            Professional services      Unknown
425 California Street
Suite 1800
San Francisco, CA 94104


EMMIS COMMS: Lowers Preferred Stock's Price to $20.495 Per Share
----------------------------------------------------------------
Emmis Communications Corporation adjusted the price of its 6.25%
Series A Cumulative Convertible Preferred Stock to $20.495 per
share from $30.100 per share.

The adjustment was made in connection with its payment of a
special $4 per share dividend on its common stock.

Indianapolis, Ind.-based Emmis Communications Corporation (NASDAQ:
EMMS) -- http://www.emmis.com/-- is a diversified media firm with   
radio broadcasting, television broadcasting, and magazine
publishing operations.  Emmis owns 22 FM and 2 AM domestic radio
stations serving New York, Los Angeles, and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Indiana.  In
addition, Emmis owns a radio network, international radio
interests, two television stations, regional and specialty
magazines, and ancillary businesses in broadcast sales and
publishing.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service downgraded Emmis Communications Corp.'s
Corporate Family rating from Ba3 to B1 and assigned a B1 rating to
the $600 million senior secured credit facilities of Emmis'
subsidiary, Emmis Operating Company.

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Emmis Communications Corp. and subsidiary Emmis
Operating Co. by one notch, to 'B' and S&P assigned its 'B' bank
loan rating to Emmis Operating's $600 million secured credit
facility.


ENRON CORP: Jeffrey Skilling Inks Pact with U.S. Labor Department
-----------------------------------------------------------------
The U.S. Department of Labor and Jeffrey K. Skilling have entered
into a settlement agreement that resolves the department's action
against the former Enron Corp. executive.

Under the agreement, Mr. Skilling will drop his opposition to a
previous $85,000,000 settlement, waive his right to benefits from
Enron's pension plans, and be permanently barred from serving in a
fiduciary capacity to any employee benefit plan governed by the
Employee Retirement Income Security Act (ERISA) in the future.

The proposed settlement must be formally documented and submitted
for approval to the U.S. District Court for the Southern District
of Texas.

The settlement acknowledges that Mr. Skilling is already subject
to an order of forfeiture obtained by the U.S. Department of
Justice's Enron Task Force.  That order, entered Oct. 23, 2006
in U.S. District Court for the Southern District of Texas,
requires the establishment of a $45,000,000 restitution fund for
victims of Enron-related fraud, including plan participants and
securities investors.

The Labor Department's settlement provides that, if Mr. Skilling's
convictions are overturned or vacated and the
restitution fund is dissolved, Mr. Skilling will still pay
$2,500,000 to the participants and beneficiaries in the company's
savings and employee stock ownership plans plus $500,000 in
penalties to the department.

On June 26, 2003, the Labor Department had sued Mr. Skilling and
others for mismanagement of the plans in violation of ERISA.  The
department alleged that Mr. Skilling failed to properly oversee
the fiduciaries appointed to run Enron's plans and failed to
correct misstatements about Enron's financial condition made by
Kenneth Lay to plan participants.  Mr. Skilling also was sued as
a member of Enron's board of directors for failing to properly
appoint and monitor a trustee to oversee the employee stock
ownership plan.

In previous settlements obtained by the Labor Department and
private plaintiffs, more than $220,800,000 has been recovered for
the pension plans from Enron, its directors, officers and
fiduciaries who served on the plans' administrative committee.  
The department and private plaintiffs also obtained a $12,000,000
claim against Mr. Lay's estate, although the final recovery will
depend on the total amount of assets available for distribution
from the estate.  These recoveries are subject to the resolution
of certain appeals as well as attorneys' fees and expenses, and
they do not include any recovery obtained from Mr. Skilling.

The department's suit resulted from a comprehensive
investigation conducted by the Dallas regional office of the
department's Employee Benefits Security Administration and the
Office of the Solicitor of Labor.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.  
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 183;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: Panel Wants Settlement Pact with Richard Buy Approved
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Southern District of New York to approve
their settlement agreement with Richard B. Buy, Enron Corp.'s
former senior vice president and chief risk officer.

On the Reorganized Debtors' behalf, the Creditors Committee had
sued Richard B. Buy to recover, among other things, a $400,000
transfer made by Enron Corp. to him before the Debtors' filing for
bankruptcy.  The Committee alleges that Mr. Buy received an
avoidable preferential transfer that is recoverable under Section
550(a) of the Bankruptcy Code and a fraudulent transfer under
Section 548(a)(1)(B), since the Debtors received less than the
reasonably equivalent value in exchange for some or all of the
transfer.

Following negotiations, the Committee, in consultation with the
Reorganized Debtors, entered into a settlement agreement with
Mr. Buy to resolve all matters related to the Adversary
Proceeding, Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, relates.  Under the settlement, the
parties agree that:

   (1) Mr. Buy will make a $120,000 settlement payment to the
       Reorganized Debtors; and

   (2) The Committee will withdraw and dismiss with prejudice the
       Adversary Proceeding.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.  
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 183;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: Objects to Creditors Panel's Avoidance Action
------------------------------------------------------------------
Entergy New Orleans, Inc., opposes the Official Committee of
Unsecured Creditors' request for authority to pursue an avoidance
action in connection with postpetition payments the company made
to its affiliates on account of alleged prepetition obligations.

ENOI asserts that the Committee's request:

   (1) could cause significant harm to the estate by resulting
       in the loss of economically valuable contracts that are      
       integral to the company's operations;

   (2) would cause harm to the estate by significantly increasing
       the interest costs associated with the contacts that the
       company seeks to assume; and

   (3) would result in a waste of resources because the Committee
       seeks the return of prepetition contract payments to the
       Entergy Affiliates that once recovered, would almost
       immediately be returned to the Affiliates upon assumption.

Joshua J. Lewis, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre LLP, in New Orleans, Louisiana, says the power
purchase agreements are an integral part of ENOI's ability to
serve its customers at the lowest reasonable cost consistent with
the need to provide reliable service, to meet customers' needs and
provide for adequate reserves of power.  He notes that the
Committee's request will risk the termination of the PPAs as
forward contracts, would negatively impact ENOI, and could result
in higher electricity charges to its retail customers.

Additionally, Mr. Lewis says, approval of the Committee's request
would increase ENOI's interest costs for the PPAs at about
$575,000 annually, as well as interest costs for its Unit Power
Sales Agreement.  With regards to the UPSA payment, the interest
rate applicable to defaults is the interest rate required for
refunds ordered pursuant to FERC Regulations under the Federal
Power Act, which is 2% to 3% higher than the applicable rate under
ENOI's DIP Loan.

Accordingly, ENOI asks the U.S. Bankruptcy Court for the Eastern
District of Louisiana to deny the Committee's motion.

          Creditors Committee Disputes ENOI's Arguments

The Committee contends that ENOI's objection is completely without
merit.

Philip K. Jones, Esq., at Liskow & Lewis, APLC, in New Orleans,
Louisiana, asserts that ENOI has failed to satisfy its burden of
establishing the validity of the Affiliate Payments as required by
Rule 6001 of the Federal Rules of Bankruptcy Procedure.  He adds
that the postpetition transfers constituting the Affiliate
Payments are invalid per se as they have not been authorized by
the Court, and are not permitted under the Bankruptcy Code.

As for ENOI's arguments that the Affiliate Payments were necessary
to prevent (i) the permanent loss of the PPAs, and (2) incurring
higher interest costs to satisfy the Affiliates' purported "Cure
Amount Claim" relative to ENOI's ultimate assumption of the PPAs,
Mr. Jones asserts that both arguments are incorrect and wholly
unavailing to establish the Affiliate Payments' validity or ENOI's
justification for its failure to demand the return of the
Affiliate Payments with interest.

ENOI asserted that its Affiliate Payments relative to the Unit
Power Sales Agreement was justified because the default might
otherwise have increased administrative costs and ENOI would be
required to seek approval from the U.S. Federal Energy Regulatory
Commission to assume the UPSA.  

Mr. Jones argues that ENOI's assertion is unsupported by any
specific authority and evidence.  He notes that it is the Court,
not the FERC, that has authority to approve the assumption or
rejection of executory contracts notwithstanding the authority
given to the FERC to regulate rates for the interstate sale of
electricity at wholesale, citing In re Mirant Corp. 378 F.3d
511,518 (5th Circ. 2004).

Thus, the Committee asks the Court to approve its request.

                    BNY Supports Committee

The Bank of New York supports the Committee's request, and asserts
that ENOI's arguments are not relevant because ENOI withdrew its
request to assume the PPAs and deferred the assumption issue until
confirmation of its proposed Chapter 11 Plan.

Douglas S. Draper, Esq., at Heller, Draper, Hayden, Patrick and
Horn LLC, in New Orleans, Louisiana, points out that it is still
uncertain whether the three PPAs and the UPSA at issue in the
Committee's request will actually be assumed by ENOI under its
Plan.  

Mr. Draper notes that there have been no findings by the Court
that the contracts are executory contracts capable of assumption
pursuant to Section 365 of the Bankruptcy Code, or if they
constitute forward contracts within the meaning of Section 556.

Mr. Draper disputes ENOI's argument that the Committee's request
will significantly increase the interest costs associated with the
Contracts.  During the hearing on BNY and FGIC's Motions for
Adequate Protection, ENOI had no qualms in deciding that it was in
the best interest of the estate to pay higher interest rates and
to pay default interest to BNY in lieu of providing BNY with
adequate protection.

Faced with the possibility of having to sue its Affiliates to
avoid and recover unauthorized postpetition payments, the "harm"
that would supposedly result to the estate from the increased cost
of paying higher interest and default interest is one of the
primary reasons ENOI uses in refusing to sue to recover the
payments, Mr. Draper notes.

According to Mr. Draper, it is not clear how ENOI can reconcile
its two conflicting positions, other than to surmise that the harm
that the company is truly seeking to avoid is depriving its
Affiliates of $19,108,860.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: Dist. Court Affirms Gordon Action Dismissal
----------------------------------------------------------------
Pursuant to Rule 8013 of the Federal Rules of Bankruptcy
Procedure, Reverend C.S. Gordon, et al., took an appeal from a
bankruptcy court judgment dismissing their action for declaratory
relief without prejudice against Entergy New Orleans, Inc.  

Gordon, et al., had previously sought a declaratory judgment that
ENOI and its parents and affiliates are a single business entity,
and are liable for the acts of ENOI alleged in previously filed
civil actions.

Bankruptcy Judge Jerry A. Brown ruled that Gordon, et al., lacked
standing in ENOI's bankruptcy case because they sought both to
assert a claim that was property of the Debtor and to control
property of the Debtor, thus their claim was barred by the
automatic stay.

After reviewing the pleadings, memoranda, and relevant law as well
as hearing oral argument on Oct. 4, 2006, the U.S. District Court
for the Eastern District of Louisiana affirmed the Bankruptcy
Court's decision.

It is patently clear that the SBE claim is part of the Debtor's
estate, and it is also similarly clear that the automatic stay
prevents a creditor from possession or control of the Debtor's
property, District Court Judge Stanwood R. Duval, Jr., said.

What remains troublesome is ENOI's contention that the SBE claim
is exclusively held by ENOI, and that ENOI, as debtor-in-
possession, has the exclusive discretion to exercise this remedy,
and that discretion is indefinite by virtue of the bankruptcy,
Judge Duval noted.

The Bankruptcy Rules do not preempt a cause of action or otherwise
remove state law standing, Judge Duval said.  Rather, the SBE
claim is temporarily suspended to facilitate the orderly
administration of the ENOI bankruptcy.

"The Plaintiffs should be allowed to assert the claim in the
bankruptcy if the stay is lifted, which will be at the appropriate
time as to be determined by the bankruptcy judge.  The adversary
proceeding at this time would thus be better characterized as
premature rather than flawed due to a lack of standing of the
claimants," Judge Duval declared.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FERRELLGAS PARTNERS: Declares First Quarter Cash Distribution
-------------------------------------------------------------
Ferrellgas Partners, L.P., has declared a first quarter cash
distribution of $0.50 per partnership common unit.  The
distribution is payable Dec. 15, 2006, to common unitholders of
record as of Dec. 8, 2006.

The distribution covers the period from Aug. 1, 2006 to
Oct. 31, 2006, the end of the partnership's first quarter of
fiscal 2007.  Ferrellgas' annualized distribution is currently
$2 per common unit.

Headquartered in Overland Park, Kansas, Ferrellgas Partners, LP --
http://www.ferrellgas.com/-- through its operating partnership,  
Ferrellgas, LP, is a propane marketer in the United States.
Ferrellgas serves more than 1 million customers in all 50 states,
the District of Columbia, Puerto Rico, and Canada, and has annual
sales volumes approaching 1 billion retail gallons.  Ferrellgas
employees indirectly own more than 20 million common units of the
partnership through an employee stock ownership plan.

                         *     *     *

In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba3 corporate
family rating on Ferrellgas Partners L.P.


GB HOLDINGS: Committee Proposes Sale of Atlantic Coast Stock
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing at 10:00 a.m., on Dec. 8, 2006, to consider the
request of the Official Committee of Unsecured Creditors of GB
Holdings, Inc., to sell the Debtor's stock in Atlantic Coast
Entertainment Holdings, Inc.  The 2,882,938 shares of Atlantic
common stock is the Debtor's sole tangible asset.  

The Committee has secured a purchase offer from a group of
investors known as the Icahn Affiliates.  According to the
Committee, Icahn's bid could provide the estate with as much as
$53 million in cash to satisfy administrative expenses and general
unsecured claims.   The Committee anticipates a 90% recovery for
general unsecured creditors under the agreement with Icahn.

The proposed sale of the stocks to Icahn is subject to higher and
better offers.  Competing bids must by $500,000 higher than
Icahn's offer.  

Icahn's stalking-horse offer is not subject to a break-up fee.  
However, the Committee and Icahn has agreed to certain bid
protections as reasonable consideration for the stalking-horse
bid.  The bid protections, in sum, provides a release for the
Icahn Affiliates from the estate and the Committee's claims.  It
also bars other entities from asserting any claim against the
released parties.

As reported in the Troubled Company Reporter on Sept. 27, 2006,
the Committee has filed a Chapter 11 Plan and Disclosure Statement
for the Debtor.  The Committee's Plan hinges either on its
successful attempt to compel the payment of dividends due on
Atlantic Coast Entertainment Holdings, Inc., common stock owned by
the Debtor or the sale of these common stock holdings to the
highest bidder at an auction.

                        About GB Holdings

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Alan I. Moldoff, Esq., at Adelman Lavine Gold and
Levin, represents the Debtor.  Charles A. Stanziale, Jr., Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, serves as counsel to the
Official Committee Of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


GEORGE MASSEY: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: George H. Massey, Jr. and Sharron Beach Massey
        2507 Prytania Street
        New Orleans, LA 70130

Bankruptcy Case No.: 06-11338

Type of Business:

Chapter 11 Petition Date: November 29, 2006

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Phillip K. Wallace, Esq.
                  Phillip K. Wallace, PLC
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
L. Mack Laney                 Loan for purchase         $250,000
c/o Eric Oliver Person, Esq.  of furniture
2727 Prytania Street
Suite 20
New Orleans, LA 70130

American Express              Credit card               $138,907
P.O. Box 360001               purchases
Ft. Lauderdale, FL 33336-0001

Amerisourcebergen Drug Corp.  Lawsuit                    $93,000
c/o Frank A. Baker, Esq.
4431 Lafayette Street
Marianna, FL 32446

Mercedes Benz Financial       Location: 2507             $85,000
                              Prytania Street
                              New Orleans, LA
                              2004 SL 500R
                              Mercedes Benz

Phoenix Medical Supply Inc.   Promissory note            $70,000

Neiman Marcus                 Credit card                $41,685
                              purchases

Saks Fifth Avenue             Credit card                $35,423
                              purchases

Statewide Bank                Location: 2507             $34,691
                              Prytania Street,
                              New Orleans, LA
                              2002 Lincoln Towncar
                              (Stretched)

Chase Bank One                Credit card                $25,382
                              purchases

Mercedes Benz Financial       Location: 2507             $23,000
                              Prytania Street
                              New Orleans, LA
                              2000 Mercedes Benz
                              S500V

Medline Industries Inc.       Lawsuit in the              $8,738
                              5th Circuit Court
                              Cook County, IL
                              Case No. 06M1-134274

Discover Card                 Credit card                 $7,765
                              purchases

Concord Service Inc.          Interest in                   $911
                              Condominium
                              Timeshare, Royal
                              Holiday Club


GERDAU AMERISTEEL: Moody's Lifts Corporate Rating to Ba1 from Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded Gerdau Ameristeel, raising its
corporate family rating to Ba1 from Ba2 and the rating on its
senior unsecured notes to Ba2 from Ba3.

The upgrades recognize Gerdau's progress over the last two years
in growing its North American footprint of steel minimills and
downstream fabricated products plants without pressuring its
balance sheet.

In 2006, Gerdau has applied its strong cash flow to reduce debt,
leaving it with only $706 million of debt, or 0.9x LTM EBITDA as
of Sept. 30.  Over the last year it has also held its mill
conversion costs relatively constant, demonstrating effective cost
control in a period of generally rising input costs.  

In addition, steel market conditions and non-residential
construction activity are expected to remain favorable in the near
term, keeping Gerdau's credit metrics at safe levels.  The
considerable amount of consolidation that has occurred within the
North American long products market, and the fact that the larger
producers have similar costs, should support higher and more
stable margins than were experienced over the last five years.
However, the industry remains highly cyclical.  Gerdau has a
stable rating outlook.  This concludes the ratings review
initiated on Sept. 6, 2006, when Gerdau's ratings were placed
under review for possible upgrade.

These ratings were raised:

   -- $405 million of 10.375% guaranteed senior unsecured notes
      due 2011 upgraded to Ba2, LGD5, 74% from Ba3,

   -- Corporate Family Rating upgraded to Ba1 from Ba2,

   -- Probability of Default Rating upgraded to Ba1 from Ba2.

Gerdau currently has a solid financial profile but still faces
several challenges in addition to those common to the industry,
predominantly cyclicality and cost inflation.

First, although its rebar and merchant bar products businesses
have enjoyed significant success lately, the wire rod business is
lagging.  In part, this has been due to high imports, which remain
an area of concern.  

Also, Gerdau has higher than average risks related to labor issues
and retiree benefit costs.  The company is rather unusual among
minimill producers in that many of its operations are unionized
and its employees are covered by defined benefit pension and
retiree healthcare plans.  Collective bargaining agreements at six
facilities have expired, several in 2005, and have not yet been
renegotiated, and labor contracts at several other Gerdau plants
expire in 2007.

Finally, Moody's notes the growth aspirations of Gerdau and its
parent, Gerdau S.A.  Through acquisitions, the company has grown
three-fold since 1999, greatly increasing its market position, but
the dwindling universe of takeover targets in the long products
sphere raises the concern that Gerdau will pursue targets outside
of its long products focus.  A move into new products and markets
could magnify the leverage and integration risks that accompany
any acquisition.

Moody's previous rating action on Gerdau was on Sept. 6, 2006,
when Moody's placed its ratings under review for possible upgrade
in recognition of the company's improved financial metrics and an
overall reduction in its financial risk.

Gerdau Ameristeel, headquartered in Tampa, Florida, produces
rebar, merchant bar, structural shapes, wire rod, and flat-rolled
sheet at 17 North American minimills, and conducts downstream
steel fabricating operations at 50 facilities.  The company had
sales of $4.36 billion for the 12 months ended Sept. 30, 2006.


GMAC LLC: Moody's Rates $1.9 Billion Preferred Securities at Ba3
----------------------------------------------------------------
Moody's Investors Service confirmed GMAC LLC's Ba1 senior
unsecured ratings, after GM's disclosure that it has closed the
sale of a 51% stake in GMAC to FIM Holdings, LLC, an investor
consortium led by Cerberus FIM Investors, LLC.

Moody's also assigned a new rating of Ba3 to GMAC's $1.9 billion
preferred equity securities, which were issued to GMAC's owners in
connection with the sale transaction.

The outlook for GMAC's ratings is negative.

Concurrently, Moody's also confirmed Residential Capital LLC's
Baa3 unsecured and Prime-3 short-term ratings, with a stable
outlook.  GM's ratings are unchanged as they already take into
consideration the impact of the sale on the company's credit
profile.

Moody's confirmation of GMAC's ratings incorporates these key
factors:

   -- GM's sale of a 51% stake in GMAC results in ratings de-
      linkage from GM on the basis of a change in control in
      favor of the Cerberus consortium.

   -- The transaction reduces GMAC's direct and indirect exposure
      to GM and eliminates its potential liability for GM's
      pension obligations, which improves the firm's risk
      profile.

   -- GMAC's new owners are expected to have a positive influence
      on GMAC's operating strategy, which will emphasize
      profitability improvements through gains in operating and
      funding efficiency, capital strengthening through earnings
      retention and dividend reinvestment, and enhanced liquidity
      through improved access to the capital markets.

   -- GMAC will have a continuing business concentration with GM,
      which, given GM's operating challenges, poses ongoing risks
      to GMAC's operating metrics and access to confidence
      sensitive funding, constraining the rating and outlook.

   -- GM's call option on GMAC's automotive operations represents
      an upside ceiling on GMAC's unsecured rating based upon a
      re-linkage of ratings should GM exercise the option.

Moody's noted that GMAC's negative rating outlook could improve to
stable in the near term should the firm succeed in strengthening
its liquidity profile, in particular, by mitigating the GM
bankruptcy risk embedded within its wholesale receivable funding
facility, SWIFT.  Developments in GM's condition and performance
will also be very important considerations in reassessing GMAC's
rating outlook.

Confirmation of ResCap's ratings reflects these considerations:

   -- The sale of a 51% interest of GMAC to Cerberus will result
      in ratings de-linkage from GM and likely improve ResCap's
      access to alternative funding sources.

   -- ResCap has had significant success in gaining strong access
      to diverse funding sources in the global public capital
      markets, thus eliminating its reliance on intercompany
      borrowings from GMAC.

   -- ResCap has made solid progress in integrating its GMAC
      Residential and GMAC RFC mortgage businesses.

   -- However, ResCap has further progress to make to complete
      the integration of its business platforms and reduce
      business infrastructure costs.

   -- ResCap's limited independent operating track record, the
      highly competitive residential mortgage banking environment
      in which it operates and its moderate capitalization
      continue to be rating factors.

ResCap's stable outlook implies that after a change in ownership
there will not be a material alteration to ResCap's leadership,
business model or capital structure.  

The stable outlook also reflects a reduction in the linkage
between ResCap and GMAC.

Moody's expects that the sale will lead to an enhancement of
ResCap's operational structure and flexibility, which should
result in further earnings and funding diversity over time.
Nonetheless, ResCap's rating continues to be linked to that of its
parent.  Thus, an action regarding GMAC's ratings could result in
a similar action with ResCap's ratings, assuming no material
changes in ResCap's corporate ownership.  Notching between the two
firms' ratings could increase to as much as two notches, once
existing operational and funding structure uncertainties are
resolved, demonstrating ResCap's independence from GMAC.

GMAC LLC is a Detroit-based provider of retail and wholesale auto
financing, primarily in support of GM's auto operations.  GMAC
reported earnings of $2.4 billion in 2005.

ResCap is a holding company for the real estate financing
businesses of GMAC, including GMAC-RFC Holding and GMAC
Residential Holding Corp.


HANESBRANDS INC: Launches Proposed $500 Senior Notes Financing
--------------------------------------------------------------
Hanesbrands Inc. has begun a proposed $500 million offering of
senior unsecured notes to qualified institutional buyers subject
to market and other conditions.

Hanesbrands plans to use the net proceeds of the offering to repay
outstanding borrowings under its bridge loan facility, which was
approximately $500 million as of Oct. 31, 2006.

The notes are being offered in the United States pursuant to Rule
144A under the Securities Act of 1933, as amended, and to persons
outside of the United States under Regulation S under the
Securities Act.

The notes will bear interest at a rate to be determined at pricing
and will be guaranteed on a senior unsecured basis by each of
Hanesbrands' existing and future subsidiaries that guarantee
indebtedness under Hanesbrands' senior secured credit facility.

Hanesbrands Inc. -- http://www.hanesbrands.com/-- markets  
innerwear, outerwear and hosiery apparel under consumer brands,
including Hanes, Champion, Playtex, Bali, Just My Size, barely
there and Wonderbra.  The company designs, manufactures, sources
and sells T-shirts, bras, panties, men's underwear, children's
underwear, socks, hosiery, casual wear and active wear.
Hanesbrands has approximately 50,000 employees in 24 countries.


HANESBRANDS INC: Moody's Rates Proposed $500 Million Notes at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating and a loss given
default assessment of LGD5, 89% to Hanesbrands Inc.'s proposed
$500 million senior unsecured note issue .  

All other ratings have been affirmed and the rating outlook
remains stable.

The ratings assigned are subject to receipt of final documentation
with no material changes to the terms originally reviewed by
Moody's.  Proceeds from the new note issue will be used to repay
in full the outstanding $500 million unsecured bridge loan and
upon repayment in full Moody's expects to withdraw ratings on the
unsecured bridge loan.

These ratings were assigned:

   -- $500 million senior unsecured notes at B2, LGD5, 89%

These ratings were affirmed:

   -- Corporate Family Rating at Ba3

   -- Probability of Default Rating at Ba3

   -- Speculative Grade Liquidity Rating at SGL-1

   -- $500 million senior unsecured bridge loan at B2, LGD5, 89%

These ratings were affirmed, but LGD assessments were revised:

   -- $2.15 billion 1st lien facilities at Ba2, LGD3, 32% from
      LGD3, 31%

   -- $450 million 2nd lien facilities at B1, LGD5, 74% from
      LGD5, 73%

Hanesbrands' Ba3 corporate family rating reflect the size and
scale of its operations, its portfolio of well recognized apparel
brands with leading market shares in their categories, and the
staple nature of the products which provides stable replenishment
demand.  

The ratings also reflect Moody's view that the product and
segments in which the company operates are a relatively
commoditized category with limited ability to achieve brand
differentiation relative to peers.  The categories in which the
company operates are also highly competitive and the company faces
competition across its product categories from a number of
competitors in the apparel industry, private label competition and
specialty apparel retailers, some of whom have greater financial
resources.

In addition, concentration risk is high with the top 10 customers
accounting for 65% of fiscal 2006 sales.  The company's financial
position is leveraged following a debt financed dividend paid to
Sara Lee, with adjusted debt/EBITDA of approximately 5x and fixed
charge coverage of approximately 2.2x.  These financial metrics
are weak for the rating category and the ratings assigned reflect
Moody's expectation the company will utilize free cash flow to
reduce debt.

Moody's rating outlook is stable as Moody's expects the company to
utilize free cash flow to reduce debt to levels more appropriate
for the rating category.  The rating outlook also reflects
expectations the company will maintain a competitive cost profile
and that the company's transition to a stand alone company will be
achieved without disruption to operations.

The B2 rating on the new senior unsecured notes reflects the
company's probability of default rating, which is rated Ba3, and a
loss given default assessment of LGD5, 89%.  The LGD assessment of
the unsecured notes reflects their structural subordination to the
$2.6 billion of secured credit facilities, which are secured by
substantially all assets of Hanesbrands Inc. and its wholly owned
domestic subsidiaries.

Hanesbrands Inc., headquartered in Winston-Salem, NC, is a major
manufacturer and marketer of branded innerwear and outerwear
apparel.  The company markets products under the "Hanes",
"Champion", "Playtex", "Bali", "Wonderbra" and "L'eggs" brands.
The company reported sales of $4.6 billion for its fiscal year
ending July 3, 2006.


HILLMARK FUNDING: Moody's Rates $15.2 Million Class D Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by HillMark Funding Ltd.:

   -- Aaa to $368,000,000 Class A-1 Senior Secured Floating Rate
      Notes due 2021;

   -- Aa2 to $24,500,000 Class A-2 Senior Secured Floating Rate
      Notes due 2021;

   -- A2 to $28,000,000 Class B Senior Secured Deferrable
      Floating Rate Notes due 2021;

   -- Baa3 to $25,000,000 Class C Senior Secured Deferrable
      Floating Rate Notes due 2021 and

   -- Ba2 to $15,250,000 Class D Secured Deferrable Floating Rate
      Notes due 2021.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Note's governing documents, and are based on the expected loss
posed to the noteholders relative to receiving the present value
of such payments.  The ratings of the notes reflect the credit
quality of the underlying assets--which consist primarily of
senior secured loans-- as well as the credit enhancement for the
Notes inherent in the capital structure and the transaction's
legal structure.

HillMark Capital Management, L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


HOME PRODUCTS: Failed Interest Payment Cues S&P's Default Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chicago, Illinois-based household goods manufacturer
Home Products International Inc. to 'D' from 'CCC+'.

At the same time, the subordinated debt rating on the company was
lowered to 'D' from 'CCC-'.

The ratings downgrade reflects Home Products' failure to make a
$5.6 million interest payment to noteholders due in mid November.

"Although the company is currently in a 30-day cure period that
began Nov. 15, we believe that it is unlikely to make the missed
payment," said Standard & Poor's credit analyst Bea Chiem.  

Also, on Nov. 16, Home Products reported that it reached an
agreement in principle with noteholders to restructure its
approximately $120 million of outstanding notes.  As part of the
restructuring, holders of the 9.625% senior subordinated notes
would convert their holdings into 95% of the equity of the
reorganized company.  Existing common shareholders will receive 5%
of the common stock.  Terms of the agreement are still being
finalized; the company has until mid December to reach an
agreement.

Home Products is a narrowly focused company engaged in the
manufacturing and marketing of consumer housewares, primarily
storage-related products.


HOUSTON EXPLORATION: Provides Update on Restructuring Plans
-----------------------------------------------------------
The Houston Exploration Co. disclosed in a regulatory filing with
the Securities and Exchange Commission that it is continuing to
explore a broad range of strategic alternatives that includes:

    * a recapitalization of the company either through additional
      share repurchases or a special dividend;

    * operating partnerships and/or strategic alliances; and

    * the sale or merger of the company.

The company does not expect to make any public comments regarding
this process until after the its Board of Directors has completed
its review of the strategic alternatives and approved a definitive
course of action.

              Strategic Restructuring Plan Update

Since November 2005, the company has been implementing a strategic
restructuring plan, the primary purpose of which is to improve the
company's financial and operating performance by focusing its
operations onshore.

Recap of Key Milestones

    * In March 2006, the company completed the sale of the Texas
      portion of its Gulf of Mexico assets, which included
      58.5 billion cubic feet of natural gas equivalent of
      estimated proved reserves at year-end 2005, for a gross
      sales price of $220 million.

    * In May 2006, the company initiated activity under its share
      repurchase program.  To date, the company has repurchased
      1,176,500 shares of its common stock, or approximately 4% of
      its outstanding shares, for approximately $61.6 million.

    * In June 2006, the company completed the sale of
      substantially all of the Louisiana portion of its Gulf of
      Mexico assets, which included 186.1 Bcfe of estimated proved
      reserves at year-end 2005, for a gross sales price of
      $590 million.  Net cash proceeds from the sale totaled
      $530.8 million, of which $314.2 million was deposited with
      qualified intermediaries for potential reinvestment in like-
      kind exchange transactions under Section 1031 of the
      Internal Revenue Code.  The remaining balance of these
      escrowed funds is shown on the company's balance sheet as
      designated cash.

    * In June 2006, and in connection with the sale of its Gulf of
      Mexico assets, the company completed the unwinding of
      natural gas hedges totaling 60,000 million British thermal
      units per day for the period July 2006 through December 2006
      for a cost of $14.3 million.

    * In June 2006, the company's Board of Directors engaged
      Lehman Brothers to assist the company in an evaluation of a
      broad range of strategic alternatives.  This evaluation is
      ongoing.

Update on Related Initiatives

    * In August 2006, following the sale of its Gulf of Mexico
      assets, the company elected to unwind natural gas hedges
      totaling 20,000 MMBtu/d for the period September 2006
      through October 2006 for a cost of $0.9 million.

    * On November 27, 2006, the 180-day time period prescribed by
      Section 1031 for reinvestment of the company's designated
      cash associated with the sale of its offshore Louisiana
      assets will expired.  Currently, the company does not expect
      to complete any qualifying like-kind exchange transactions
      prior to that expiry date.  As a result, the company
      anticipates that during the fourth quarter 2006:

         (i) the remaining balance of the company's designated
             cash will be released from escrow and reclassified as
             cash, and

        (ii) a tax gain of $250 million to $260 million on the
             sale of the company's offshore assets will be
             recognized.

      The company estimates that, after considering available net
      operating losses, alternative minimum tax credits and other
      corporate tax attributes, this gain will result in a current
      net income tax liability of $35 million to $40 million.

Headquartered in Houston, Texas, The Houston Exploration Company
-- http://www.houstonexploration.com-- is an independent natural  
gas and crude oil producer engaged in the exploration,
development, exploitation and acquisition of natural gas and crude
oil properties.  The company's operations are focused in South
Texas, the Arkoma Basin, East Texas, and the Rocky Mountains.


HOUSTON EXPLORATION: S&P Holds Negative Watch on BB- Credit Rating
------------------------------------------------------------------
Standard & Poor's Rating Services' 'BB-' corporate credit rating
on The Houston Exploration Co. remains on CreditWatch with
negative implications.

The company recently reported that it is exploring strategic
alternatives, including shareholder friendly actions or sale of
the company.

The Houston, Texas-based company has $362 million in total debt
outstanding as of Sept. 30, 2006.

"The CreditWatch listing reflects the risk that Houston
Exploration will pursue large share repurchases or special
dividends funded with debt or asset sale proceeds," said
Standard & Poor's credit analyst Ben Tsocanos.

"This could result in the company significantly increasing its
financial leverage or having a smaller asset and production base."

Standard & Poor's said that, alternately, a sale or merger carries
the risk that the buyer or resulting merged company will have a
lower rating.
     
Standard & Poor's expects to resolve the CreditWatch after an
assessment of the company's plans regarding its credit strength.


INDIAN CREEK: Section 341(a) Meeting Continued to December 6
------------------------------------------------------------
The United States Trustee for Region 17 will continue the meeting
of Indian Creek Vineyard Estates, LLC's creditors at 12:00 p.m.,
on Dec. 6, 2006, at San Jose Room 130, U.S. Federal Bldg., 280
South 1st Street #130, in San Jose, California.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.


INTEGRATED DISABILITY: Plan Confirmation Hearing Set for Dec. 7
---------------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas in Dallas will consider
confirmation of Integrated DisAbility Resources, Inc.'s Second
Amended Plan of Reorganization at 1:15 p.m. on Dec. 7, 2006.  The
hearing will be held at the U.S. Courthouse, 1100 Commerce Street,
Room 1424 in Dallas, Texas.

The Second Amended Plan incorporates changes to the treatment of
the Jensen Family Organization interest in the Debtor.  JFO
acquired the Debtor in 2004.  JFO has agreed to subordinate its
$13,625,640 general unsecured claim and waive any distribution
that it would otherwise be entitled to receive as an unsecured
claim holder.

In addition, creditors Reliance Standard Life Insurance Company
and AIG have agreed to release JFO from any claim, obligation,
cause of action, or liability for any prepetition or postpetition
act or omission through and including the effective date in
connection with the Debtor's business and bankruptcy filing,
except for:

     -- the right to receive a Pro Rata share of the funds
        available as a result of the JFO subordination; or

     -- any act or omission to the extent such act or omission is
        determined to have constituted willful misconduct or gross
        negligence

However, if RSL and AIG fail to receive an aggregate distribution
of 1.5% of their claims before a final decree is entered in the
Debtor's bankruptcy case, the release will be revoked

Other terms of the Debtor's Plan remain unchanged.

As reported in the Troubled Company Reporter on Aug. 17, 2006, the
Debtor anticipates paying creditors from the $2,324,930 cash it
holds as of Apr. 30, 2006, which include proceeds from the sale of
substantially all of its assets to RSL for $750,000.

The Debtor proposes to satisfy the secured claims of Reliance
Standard and Citicorp Vendor Finance Inc. upon surrender of their
collaterals on the initial date of distribution to creditors.

Holders of general unsecured claims less than or equal to $5,000
will receive 25% of their allowed claims in cash on the initial
distribution date, while holders of general unsecured claims
greater than $5,000 may elect to have their claims valued at
$5,000 to be treated as Class 3 Convenience Claims.

Holders of general unsecured claims greater than $5,000 are also
entitled to a pro rata share of the remaining net reorganized
assets up to the allowed amount of their claims.

Holders of interests in the Debtor will have their stock or other
securities canceled and will receive nothing under the Plan.

A redlined copy of the Debtor's disclosure statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=061201205906

Headquartered in Irving, Texas, Integrated DisAbility Resources,
Inc. -- http://www.myidr.com/-- provides disability plans and    
ongoing health and productivity services to claimants and
employees.  The Debtor filed for chapter 11 protection on
Feb. 10, 2006 (Bankr. N.D. Tex. Case No. 06-30575).  Cynthia
Williams Cole, Esq., and Vincent P. Slusher, Esq., at Godwin
Pappas Langley Ronquillo LLP, represent the Debtor in its
restructuring efforts.  The United States Trustee for Region 6 was
not able to form an Official Committee of Unsecured Creditors due
to lack of interest and lack of attendance during the creditors'
meeting on March 21, 2006.  When the Debtor filed for protection
from its creditors, it estimated $1 million to $10 million in
assets and $10 million to $50 million in debts.


INTERSTATE BAKERIES: Trade Creditors Sell 25 Claims Totaling $14M
-----------------------------------------------------------------
Papers filed with the Clerk of the Bankruptcy Court for the
Western District of Missouri recorded in July 2006 25 claims
transfers in Interstate Bakeries Corp. and its debtor-affiliates'
bankruptcy cases totaling $14,397,652:

   (a) Debt Acquisition Company of America V LLC:

         Transferor                           Claim Amount
         ----------                           ------------
         Compusa                                    $2,844
         P&P Transport                                 743
         C&E Doors, Inc.                               556
         Rays of New Bedford                           381
         OK Tire Store                                 207
         Freeman Health System                         149
         A-1 Tool Maintenance, Inc.                    144
         Andys 2                                        79
         Baker Fire Protection                          51

   (b) Distressed/High Yield Trading Opportunities Fund Ltd.:

         Transferor                           Claim Amount
         ----------                           ------------
         Madison Niche Opportunities            $2,827,678
         Madison Niche Opportunities             1,652,683
         Madison Liquidity Investors             3,100,562
         Madison Liquidity Investors             2,291,549
         Madison Liquidity Investors               201,795
         Madison Liquidity Investors                54,543
         Madison Investment Trust Series           456,398
         Madison Investment Trust Series           334,340

       Distressed/High Yield Trading Opportunities Fund, Ltd.,
       can be reached through Scott Stagg at 1 Greenwich Office
       Park North, 51 East Weaver Street, in Greenwich,
       Connecticut.

   (c) Minnesota Energy Resources

         Transferor                           Claim Amount
         ----------                           ------------
         Aquila, Inc.                                  $28
         Aquila, Inc.                                   24

   (d) Madison Investment Trust - Series 17

         Transferor                           Claim Amount
         ----------                           ------------
         Tommy Burns                              $150,530
         DIB, Fagen & Brault, P.C.                  99,470

       Madison Investment Trust - Series 17 can be reached
       through Kristy Stark at 25892 Woodward Avenue, in Royal
       Oak, Michigan.

The Court also recorded four claim transfers to:

   Transferee               Transferor              Claim Amount
   ----------               ----------              ------------
   Cargill Financial        Lehman Commercial         $2,990,301
   Home Finance Co., et al. Contrarian Funds, LLC        175,000
   Red Line Refrigerated    Longacre Master Fund          49,924
   Republic Services        Madison Liquidity              7,673

Lehman Commercial Paper Inc. can be reached through Andrew
Kurth at 450 Lexington Avenue, 15th Floor, in New York.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


IPSCO INC: Near Completion of NS Group Buy Cues S&P to Up Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on IPSCO Inc. to 'BBB-' from 'BB+', as the company
nears completion of its acquisition of NS Group Inc.  The senior
unsecured debt rating on the company's $150 million 8.75% senior
notes due 2013 was also raised to 'BBB-' from 'BB+'.  

At the same time, Standard & Poor's removed all ratings from
CreditWatch, where they were placed Sept. 11, 2006.

The outlook is stable.

Lisle, Illinois-based IPSCO continues to generate exceptional cash
flow, which should ensure that the company preserves a solid
financial risk profile, even after increasing its debt load to
complete the acquisition.  The acquisition of NS Group is being
moderately financed with about 60% cash on  hand and debt, and
enhances IPSCO's product offering in the oil-country tubular goods
market.  The transaction will increase IPSCO's low debt to
capital to about 30%, which is in line with its target capital
structure, but very strong free cash flow should ensure good
prospects to quickly reduce debt in the near term.

The ratings on IPSCO reflect the company's modern, low-cost
assets, good competitive position in the attractive steel plate
and energy tubular markets, and moderate capital structure.  These
strengths are counterbalanced by the company's limited diversity
and its exposure to volatile industry conditions in the North
American steel market.

The outlook is stable.

Standard & Poor's expects that IPSCO's modern, low-cost asset base
and moderate financial policies will enable it to maintain
an investment-grade financial risk profile through volatile
business conditions in the North American steel and scrap markets.

IPSCO is expected to generate better and more stable cash flow
than many of its peers at all points in the cycle, although the
financial risks associated with a dislocation of the historical
relationship between steel prices and scrap steel inputs would
only be cushioned by maintaining a moderate capital structure.


ITEN CHEVROLET: Taps Radde to Sell Harley Motorcycle & Searay Boat
------------------------------------------------------------------
Iten Chevrolet Co. asks the U.S. Bankruptcy Court for the District
of Minnesota for permission to employ Fred W. Radde & Sons Inc. as
its auctioneer.

The firm will assist the Debtor in selling a Harley Davidson
motorcycle and SeaRay boat.

The Firm will receive a 15% commission on total gross sales and
$200 to pick up the vehicles.

Fred W. Radde, an auctioneer of the firm, assures the Court that
his firm does not hold any interest adverse to the Debtor's
estates.

Mr. Radde can be reached at:

     Fred W. Radde
     Fred W. Radde & Sons Inc.
     5545 County Road 33
     New Germany, MN 55367
     Tel: (952) 446-1441
     http://www.fwr-auctioneers.com/

Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc.
-- http://www.gmbuypower.com/-- operates a General Motors  
Corporation automobile dealerships in Minnesota.  The Company
filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn.
Case No. 06-41259).  Mary Jo A. Jensen-Carter, Esq., at Buckley
and Jensen, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets of $16,083,417 and
debts of $17,703,249.


ITEN CHEVROLET: Court Approves Wipfli LLP as Accountants
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota gave Iten
Chevrolet Co. permission to employ Steve C. Hewitt and Wipfli LLP
as its accountants.

Mr. Hewitt will:

     a) prepare the Debtor's final accounting forms, including
        payroll tax returns and W-2 forms for 2006;  

     b) prepare the Debtor's federal and state income tax
        returns; and

     c) assist the debtor-in-possession with any other accounting
        services needed during the course of its chapter 11
        proceeding.

On the Debtor's bankruptcy filing, it owed the firm $3,505 for
prepetition services.  However, if application is approved, the
firm says it will waive the claim.

The firm's professionals billing rates are:

     Designation                 Hourly Rate
     -----------                 -----------
     Partner                     $285 - $310
     Managers                    $160 - $200
     Staff                        $80 - $125

Mr. Hewitt assures the Court that his firm does not hold any
interest adverse to the Debtor, its creditor, or estates.

Mr. Hewitt can be reached at:

     Steve C. Hewitt
     Wipfli LLC
     7601 France Avenue S., Suite 400
     Minneapolis, MN 55435
     Tel: (952) 548-3455
  
Based in Brooklyn Center, Minnesota, Iten Chevrolet Company, Inc.
-- http://www.gmbuypower.com/-- operates a General Motors  
Corporation automobile dealerships in Minnesota.  The Company
filed for chapter 11 protection on June 28, 2006 (Bankr. D. Minn.
Case No. 06-41259).  Mary Jo A. Jensen-Carter, Esq., at Buckley
and Jensen, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets of $16,083,417 and
debts of $17,703,249.     


JOLAMI LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Jolami, LLC
        P.O. Box 1535
        Boring, OR 97009

Bankruptcy Case No.: 06-33759

Chapter 11 Petition Date: November 29, 2006

Court: District of Oregon (Portland)

Judge: Trish M. Brown

Debtor's Counsel: Gary U. Scharff, Esq.
                  Law Office of Gary Scharff
                  621 Southwest Morrison Street #1300
                  Portland, OR 97205
                  Tel: (503) 493-4353

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LEAR CORP: Shifting North American Interior Biz to Joint Venture
----------------------------------------------------------------
Lear Corporation has reached a definitive agreement with WL Ross &
Co. LLC and Franklin Mutual Advisers LLC to transfer substantially
all of the assets of its North American Interior business and
$25 million of cash to a newly formed joint venture, International
Automotive Components Group North America LLC.

Lear will hold a 25% equity interest in IAC North America and
warrants for an additional 7% equity interest in IAC North
America.  This transaction completes a series of strategic
initiatives intended to improve the Company's ongoing operating
results, strengthen its balance sheet, and increase operating
flexibility.

Separately, Lear successfully completed a private offering of
$900 million in new senior notes on November 24 and has commenced
a tender offer for its outstanding 2008 and 2009 senior notes.
Also, on November 8, Lear completed a $200 million sale of common
stock in a private placement to affiliates of, and funds managed
by, Carl C. Icahn.

"We are very pleased to have reached a definitive agreement to
transfer our North American Interior business to IAC North
America.  This transaction combined with our recent financing
initiatives have significantly strengthened the Company's
financial and competitive position," Lear's chairman and chief
executive officer Bob Rossiter said.

"Our focus going forward is to concentrate on delivering superior
quality and service to our customers and to invest in further
strengthening and growing our core businesses to increase value
for our shareholders."

Under the terms of the agreement with respect to the company's
North American Interior business, WL Ross and Franklin would make
aggregate cash contributions of $75 million to IAC North America,
in exchange for the remaining equity, and extend a $50 million
term loan.  

Lear's North American Interior business has annual sales of
approximately $2.5 billion.  Lear expects to record a charge of
about $675 million related to the divestiture of the North
American Interior business in the fourth quarter of 2006, and
recognize its investment in IAC North America under the equity
method of accounting.

The closing of the transaction is subject to various conditions,
such as the receipt of required third-party consents and other
closing conditions customary for transactions of this type.

Citigroup Corporate and Investment Banking and UBS Investment Bank
acted as financial advisors to Lear in connection with this
transaction.

In October, Lear announced that it had completed the contribution
of substantially all of its European Interior business to
International Automotive Components Group LLC, another joint
venture with WL Ross and Franklin, in exchange for a one-third
equity interest in IAC Europe.  IAC Europe also owns the European
Interior business formerly held by Collins & Aikman Corporation.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?1638

A full-text copy of the limited liability company agreement is
available for free at http://ResearchArchives.com/t/s?1639

Southfield, Mich.-based Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- is a global supplier of automotive  
interior systems and components.  Lear provides complete seat
systems, electronic products, electrical distribution systems, and
other interior products.  The company has 111,000 employees at
286 locations in 34 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Fitch Ratings assigned a rating of 'B/RR4' to Lear's $900 million
senior unsecured notes.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Standard & Poor's Ratings Services assigned its 'B-' ratings to
Lear Corp.'s $300 million senior notes due 2013 and its $400
million senior notes due 2016.  S&P affirmed Lear's 'B+' corporate
credit and other ratings and said Lear's outlook is negative.

At the same time, Moody's Investors Service assigned a B3, LGD4,
61% rating to Lear Corporation's offering of $700 million of
unsecured notes.  Moody's affirmed Lear's Corporate Family Rating
of B2, Speculative Grade Liquidity rating of SGL-2, and negative
outlook.  Moody's said all other long-term ratings are unchanged.


LEAR CORP: Net Loss Down to $74 Million in 2006 Third Quarter
-------------------------------------------------------------
Lear Corporation has filed its third quarter financial statements
ended Sept. 30, 2006, with the Securities and Exchange Commission.

For the three months ended Sept. 30, 2006, the company reported a
$74 million net loss compared with a $750.1 million net loss in
the comparable quarter of 2005.

For the third quarter of 2006, Lear posted net sales of
$4.1 billion and a pretax loss of $65.9 million, including
$46.1 million related to restructuring costs and a loss on the
divestiture of the company's European Interior business.

These results compare with year-earlier net sales of $4 billion
and a pretax loss of $787.8 million, including $777.7 million
related to impairments and restructuring costs.  Net loss for the
third quarter of 2006 was $74 million.  This compares with a net
loss of $750.1 million for the third quarter of 2005.

"In response to very challenging industry conditions, we are
continuing to aggressively implement cost reduction and
restructuring actions to improve future profitability.  Margins in
our Seating business are showing solid improvement, and the
actions we are taking to improve our manufacturing footprint will
benefit our Electronic and Electrical margins in the future.  We
are also moving forward with our strategy to put in place a new,
more sustainable business model for our Interior segment," Lear
chairman and chief executive officer Bob Rossiter said.

Net sales were up from the prior year, primarily reflecting the
addition of new business globally, offset in large part by lower
production in North America and Europe.  Operating performance was
slightly below the year-earlier results, reflecting the adverse
impact of lower production and higher raw material costs, largely
offset by the benefit of new business and cost reductions in our
core businesses.

Free cash flow was negative $48.2 million for the third quarter of
2006. (Net cash provided by operating activities was negative
$8.1 million.)

Lear continued to make progress on important strategic
initiatives, including the completion of a transaction to
contribute substantially all of its European Interior business to
International Automotive Components Group LLC in return for a
1/3 equity interest.

With respect to the company's North American Interior business, it
has reached a definitive agreement with WL Ross & Co. LLC and
Franklin Mutual Advisers LLC to transfer substantially all of its
assets.

Lear is also aggressively expanding its business in Asia and with
Asian automakers globally, and was awarded several new Asian
programs during the third quarter.

The company's recent agreement to issue $200 million of common
stock provides additional operating and financial flexibility,
allowing the company to invest in and further strengthen its core
businesses.

Additionally, the company continued to develop new products and
technologies, including the industry's first solid-state Smart
Junction Box.

                     Full-Year 2006 Guidance

On Oct. 16, 2006, the company completed the contribution of
substantially all of its European Interior business to
International Automotive Components Group, LLC. Accordingly,
Lear's full-year financial results will reflect Lear's minority
interest in the joint venture on an equity basis for the fourth
quarter.

For the full year of 2006, Lear expects worldwide net sales of
about $17.7 billion, reflecting recently announced production cuts
in North America and the divestiture of the company's European
Interior business.

Lear anticipates full-year income before interest, other expense,
income taxes, impairments, restructuring costs and other special
items (core operating earnings) to be in the range of $345 million
to $375 million.  Restructuring costs for the full year are
estimated to be in the range of $105 million to $115 million.

Full-year interest expense is estimated to be in the range of
$210 million to $215 million.  Pretax income before impairments,
restructuring costs and other special items is estimated to be in
the range of $65 to $95 million.  Income tax expense is estimated
to be approximately $40 million in the fourth quarter, subject to
the actual mix of financial results by country.

Full-year capital spending is estimated to be in the range of
$380 million to $390 million.  Free cash flow for the full year is
expected to be about breakeven.

Fourth quarter industry production assumptions underlying Lear's
financial outlook include 3.7 million units in North America, down
5% from a year ago, and 4.7 million units in Europe, down 1% from
a year ago.  Lear's major platforms in North America are expected
to be down significantly more than the industry average.

                     Preliminary 2007 Outlook

With respect to its core Seating, Electronic and Electrical
businesses, the company estimates that it will add new business of
about $800 million.  Seating margins are expected to continue to
improve to the mid-5% level.  In the Electronic and Electrical
segment, the company is continuing to implement aggressive
restructuring actions, and it expects margins to improve during
the course of the year to the 5.5% to 6% range.  These margins
assume an industry production environment roughly in line with
2006 and reflect underlying operating margins, excluding
restructuring costs and other special items.  Capital spending for
2007 in its core businesses is expected to be in the range of
$250 million to $280 million.  Free cash flow is expected to
return to a solid positive level.

At Sept. 30, 2006, the company's balance sheet showed
$8.451 billion in total assets, $7.328 billion in total
liabilities, and $1.123 billion in total stockholders' equity.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?163a

Southfield, Mich.-based Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- is a global supplier of automotive  
interior systems and components.  Lear provides complete seat
systems, electronic products, electrical distribution systems, and
other interior products.  The company has 111,000 employees at
286 locations in 34 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Fitch Ratings assigned a rating of 'B/RR4' to Lear's $900 million
senior unsecured notes.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Standard & Poor's Ratings Services assigned its 'B-' ratings to
Lear Corp.'s $300 million senior notes due 2013 and its $400
million senior notes due 2016.  S&P affirmed Lear's 'B+' corporate
credit and other ratings and said Lear's outlook is negative.

At the same time, Moody's Investors Service assigned a B3, LGD4,
61% rating to Lear Corporation's offering of $700 million of
unsecured notes.  Moody's affirmed Lear's Corporate Family Rating
of B2, Speculative Grade Liquidity rating of SGL-2, and negative
outlook.  Moody's said all other long-term ratings are unchanged.


LONDON FOG: Court Approves Homestead Business Sale to Millwork
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved
London Fog Group Inc. and its debtor-affiliates' sale of their
homestead business to Millwork Trading Co. Ltd. dba Li & Fung USA.

Millwork Trading was the highest bidder in an auction held on
Nov. 17, 2006.

Pursuant to an asset purchase agreement dated Oct. 24, 2006,
Millwork will acquire the Debtors' Homestead Business for
aggregate consideration consisting of:

   a) 50% of the amount Millwork collects from eligible accounts
      receivable in excess of 85%;

   b) 50% of the amount Millwork collects from ineligible accounts
      receivable;

   c) $250,000 in cash;

   d) assumption of certain obligations, primarily licenses; and

   e) half of the guaranteed inventory payment, half of the
      guaranteed eligible receivables, and all of the cash will be
      paid at closing of the sale, the remainder of which will be
      paid six months after sale closing.

DDJ Capital Management LLC, the Debtors' principal secured
creditor, has consented to the sale of the assets.  All of the
proceeds of the sale will be paid directly to DDJ Capital on
account of its secured claims, subject to disgorgement, except
that $500,000 will be paid to the estate out of the final payment
received from Millwork.

                         About London Fog

Headquartered in Seattle, Washington, London Fog Group Inc. nka
PTI Holding Corp. -- http://londonfog.com/-- designs and
retails jackets and other professional apparel.  The company and
its affiliates first filed for chapter 11 protection on
September 27, 1999  (Bankr. D. of Delaware, Lead Case No.
99-03446).

On March 20, 2006, the company filed for a second chapter 11
protection (Bankr. D. Nev. Case No. 06-50146), with six
affiliates, including its parent company, PTI Holding Corp.,
filing separate chapter 11 petitions.  London Fog's case is
consolidated under PTI Holding Corp.'s bankruptcy case (Bankr.
D. Nev. Case No. 06-50140)

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd. and
Alan D. Smith, Esq., at Perkins Coie LLP represent the Debtors
in their restructuring efforts.  Aron M. Oliner, Esq., at
Buchalter Nemer and David C. McElhinney, Esq., at Beckley
Singleton, Chtd. represent the Official Committee of General
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$50 million to $100 million.


MERRILL LYNCH: Moody's Puts Ratings on Review and May Downgrade
---------------------------------------------------------------
Moody's placed under review for possible downgrade three classes
of Merrill Lynch Mortgage Investors Trust Series 2005-HE1
securitization.

The transaction, issued in 2005, is backed by first and second
lien adjustable- and fixed-rate mortgage loans.  The projected
pipeline loss has increased over the past few months and may
affect the credit support for these certificates.  The
certificates are being placed on review for downgrade based on the
fact that the bonds' current credit enhancement levels, including
excess spread, may be too low compared to the current projected
loss numbers for the current rating level.

These are the rating actions:

   * Issuer: Merrill Lynch Mortgage Investors Trust

   * Under review for possible downgrade:

      -- Series 2005-HE1, Class B-3, current rating Baa3, under
         review for possible downgrade;

      -- Series 2005-HE1, Class B-4, current rating Ba1, under
         review for possible downgrade;

      -- Series 2005-HE1, Class B-5, current rating Ba2, under
         review for possible downgrade;


MESABA: Unions Want District Court to Review Injunction Issues
--------------------------------------------------------------
The Air Line Pilots Association, International, the Association
of Flight Attendants-CWA, AFL-CIO, and the Aircraft Mechanics
Fraternal Association ask the U.S. District Court for the District
of Minnesota to review certain issues relating to the injunctive
relief given by the U.S. Bankruptcy Court for the District of
Minnesota on Oct. 26, 2006, which enjoins and bars the Unions from
engaging in strikes, work stoppages, and other activities that
disrupt Mesaba Aviation, Inc.'s ordinary course of business.

Specifically, the Unions ask the District Court to review whether:

    (1) the Norris-LaGuardia Act, 29 U.S.C. Section 101, in 1932,
        deprived the Bankruptcy Court of jurisdiction to enjoin
        the Unions from striking or otherwise engaging in self-
        help in response to the Debtor's (a) rejection of the
        Unions' collective bargaining agreements, and (b)
        unilateral imposition of new work rules, rates of pay and
        other terms of employment;

    (2) the Bankruptcy Court committed an error in failing to
        require the Debtor to post a bond or other undertaking
        as a condition to entry of the injunction, as required by
        the Norris-LaGuardia Act, and whether the Bankruptcy
        Court's failure to require the posting of the bond or
        undertaking deprive it of jurisdiction to issue the
        injunction; and

    (3) the Bankruptcy Court committed an error when it failed to
        conclude that the Debtor's premature proffer of a notice
        to ALPA under Section 6 of the Railway Labor Act, 29
        U.S.C. Section 156, in violation of the bargaining
        moratorium contained in the parties' CBA, constituted an
        unlawful act and unclean hands which deprived the
        Bankruptcy Court of jurisdiction to issue an injunction
        relative to ALPA under the Norris-LaGuardia Act.

                    Debtor Wants Appeal Stayed

"The so-far dormant strike injunction does not present a live
case or controversy.  Accordingly, the district court lacks
jurisdiction to hear the appeal," Timothy R. Thornton, Esq., at
Briggs and Morgan P.A., in Minneapolis, Minnesota, asserts.

Mr. Thornton argues that the appeal should be stayed as
ratification of the tentative agreements would render disputes
over strikes moot.  In addition, the circumstances warrant a
litigation stand-down because:

    (a) The Railway Labor Act dispute resolution would be allowed
        to proceed without the distraction of contentious
        litigation;

    (b) The judicial interference in the process would be
        circumscribed as the U.S. Congress intended;

    (c) Scarce estate and court resources would be preserved; and

    (d) Further bitterness that would be inevitably engendered by
        appellate proceedings would be avoided.

Since the Debtor has not implemented Section 1113(c) terms, no
harm will be inflicted by holding off further litigation while
the votes are tallied, Mr. Thornton adds.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Wants to Assume Amendmended Spectrum Lease
-----------------------------------------------------------
Mesaba Aviation, Inc. asks the Honorable Gregory Kishel of the
U.S. Bankruptcy Court for the District of Minnesota to approve its
assumption of the Prepetition Lease and Second Amendment with
Spectrum Investment Group, LLC.

Pursuant to a lease dated April 25, 2003, the Debtor leases
32,921 square feet of space from Spectrum Investment for its
administrative offices, operation control center and data
center.  The Lease was amended on Jan. 24, 2005, between the
Debtor and Spectrum Commerce Center, LLC -- the successor-in-
interest to Spectrum Investment.

The Debtor is not in default under the Prepetition Lease, Will R.
Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman, in
Minneapolis, Minnesota, tells the Court.

According to Mr. Tansey, the Debtor and Spectrum Commerce have
agreed on a second amendment to the Prepetition Lease.

Amendment No. 2 provides that:

    (a) The term of the Prepetition Lease will be extended for 10
        years commencing on Dec. 1, 2006;

    (b) Rent under the Prepetition Lease will be reduced to a
        level that the Debtor believes meets the best rental
        rates available for comparable locations:

         (1) $1.00 per square foot in 2007,
         (2) $1.50 per square foot in 2008,
         (3) $1.00 per square foot in 2009,
         (4) $1.50 per square foot in 2010,
         (5) $0.50 per square foot in 2011,
         (6) $1.00 per square foot in 2012, and
         (7) $0.50 per square foot in 2013;

    (c) The Debtor will have an option to increase the size of
        the Premises, including a significant tenant improvement
        allowance, to accommodate potential new flying or other
        growth opportunities; and

    (d) In the event that the Debtor is unable to successfully
        reorganize and the Prepetition Lease and Amendment No. 2
        are rejected, Spectrum Commerce's administrative expense
        claim will be capped at an acceptable level.

Mr. Tansey tells Judge Kishel that retaining the Premises is the
most cost effective use of its assets because this will:

    * permit the Debtor to save cash expenses associated with
      moving the location of its operations control center, data
      center, and administrative offices; and

    * maintain the operational efficiency created by leaving the
      integral operational components in the same location.

A full-text copy of the Prepetition Lease is available for free
at http://researcharchives.com/t/s?161b

A full-text copy of Amendment No. 2 is available for free at:

              http://researcharchives.com/t/s?161c

                   Creditors Committee Objects

The Official Committee of Unsecured Creditors asks Judge Kishel
to deny the Debtor's request to assume the Prepetition Lease and
Amendment No. 2, without prejudice to the Debtor's right to
assume the Prepetition Lease or its modified form in the future.

Thomas J. Lallier, Esq., at Foley & Mansfield, P.L.L.P, in
Minneapolis, Minnesota, notes that Amendment No. 2 requires the
Creditors Committee's approval.

While Amendment No. 2 would (a) reduce the rental rate for the
Premises by a nominal amount over the term of the Prepetition
Lease, and (b) extend the Prepetition Lease for an additional
three years to January 1, 2017, it also provides Spectrum
Commerce with a guaranteed minimum administrative claim in the
event of the occurrence of a "Bankruptcy Event," Mr. Lallier
asserts.

A "Bankruptcy Event," as defined in Amendment No. 2, includes:

    (a) appointment of a Chapter 11 of the Bankruptcy Code
        trustee in the Debtor's bankruptcy proceeding;

    (b) conversion of the Debtor's Chapter 11 case to a
        liquidation under Chapter 7 of the Bankruptcy Code;

    (c) the Debtor's commencement of a sale of, or entry into an
        agreement to sell, all or substantially all of its
        assets; or

    (d) the Debtor's discontinuity of its current business
        operations.

Mr. Lallier relates that the present value of the total Rent
Reduction is approximately $149,000.  On the other hand, assuming
the Debtor were forced to shut down or liquidate during calendar
year 2007 and the Prepetition Lease were rejected, the present
value of the Spectrum Administrative Claim would exceed
$1,000,000.

Mr. Lallier contends that at this point in the Debtor's
reorganization, there's no sound reason to assume a contract that
could give rise to a $1,000,000 administrative claim against the
estate in return for a modest reduction in the rent that -- were
the Debtor to shut down or liquidate -- would never be realized
by the Debtor.  If the Court approves the Debtor's third request
to extend its lease decision period, Spectrum Commerce will have
no authority to deprive the Debtor of the use of the Premises.

Mr. Lallier further argues that the Debtor's successful
reorganization remains highly contingent on the actions of
Northwest Airlines, Inc., and future events outside the control
of the Debtor.  He notes that the Debtor's Lease Extension Motion
states that the Debtor's continued operation remains "uncertain"
due to its inability to secure either its core Saab flying for
Northwest or additional regional jet flying with either Northwest
or another airline.

Thus, the Creditors Committee submits that the Debtor's request
is both premature and clearly not in the best interests of the
estate.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MILLS CORPORATION: Expects to File 2005 Annual Report Soon
----------------------------------------------------------
The Mills Corporation currently expects to file its 2005 Form 10-K
with the Securities and Exchange Commission within the next
several weeks.  The Company is working diligently with Ernst &
Young, its outside auditor, to complete the restated financial
statements.

The company's Board of Directors has also rescheduled its 2006
annual meeting of shareholders from Dec. 21, 2006 to Dec. 29,
2006.  The meeting will be held at 10:00 a.m. at the Hyatt Regency
Bethesda, One Bethesda Metro Center in Bethesda, Maryland.

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.


NANOBAC PHARMA: September 30 Balance Sheet Upside-Down by $327,957
------------------------------------------------------------------
Nanobac Pharmaceuticals Inc.'s balance sheet as of Sept. 30, 2006,
showed total assets of $8,098,539 and total liabilities of
$8,426,496, resulting in a total stockholders' deficit of
$327,957.  This compared to the company's $2,464,721 stockholders'
equity as of Dec. 31, 2005.

The company's Sept. 30 balance sheet also showed strained
liquidity with $269,425 in total current assets available to pay
$5,589,958 in total current liabilities.  

For the three months ended Sept. 30, 2006, the company's net loss
increased to $787,183 from $673,913 for the three months ended
Sept. 30, 2005.  Revenues for the current quarter decreased to
$23,894 from $130,394 for the same period last year.

The company is experiencing significant losses as it conducts
research and development related to nanobacteria.  The company
believes it will take significant time before it will earn
meaningful revenue to offset expenses and there is no assurance
that it will be able to accomplish this goal.  As a result of the
losses, the company is dependent on affiliates of its CEO and
other investors to provide sufficient cash sources to fund
operations.

Operating loss increased to $736,000 for the three months ended
Sept. 30, 2006, compared to $649,000 for the three months ended
Sept. 30, 2005.  Approximately $45,000 of this increased loss was
the result of the elimination of the dietary supplement business.
In addition, R&D costs increased $93,000 due to increased focus on
research initiatives.  These increases were partially offset by a
decrease in amortization expense of $61,000.

Operating loss increased to $3 million for the nine months ended
Sept. 30, 2006, compared with $2 million for the nine months ended
Sept. 30, 2005.  The majority of the increase is attributable to
the $106,000 charge for the abandonment of Tampa lease and the
$585,000 additional amortization expense for product right's
intangible asset due to termination of marketing and selling of
dietary supplements.  The company also experienced an increase in
R&D expense for this period.

                       Stockholders' Equity

Effective Jul. 1, 2006, the company amended an employment
agreement to settle a $175,000 bonus that was due to the employee
since Jan. 31, 2006, through the issuance of 3,500,000 stock
options with an exercise price of $0.05 per common share, with
immediate vesting.  In accordance with SFAS No. 123(R), this grant
was valued at approximately $166,000 using the Black-Scholes
valuation model and assuming a risk-free interest rate of 5%,
volatility of 100% and an expected term of 60 months.  The Stock
option grant was approved by a corporate officer who has been
provided this authority by the Board of Directors.  In addition,
the employment agreement provides for additional compensation in
the form of stock options on an annual basis valued at $225,000
plus bonus stock option grants of up to $80,000 in equivalent
stock for completion of specific research functions and reports
through Dec. 31, 2006.  At Sept. 30, 2006, the company did not
have a formal stock option plan for the stock option issuances.

In July 2006, the company entered into an agreement with Wall
Street Resources Inc. whereby Wall Street will provide the company
with written analytical coverage and reports and to advise and
assist the company in developing and implementing a business plan,
strategy and objectives to present to the financial community.  
The agreement required the company to issue 466,667 shares of
common stock, valued at $56,000, and pay $15,000 cash to Wall
Street upon the issuance of Wall Street's initial report, which
was dated Sept. 12, 2006.  The agreement remains in effect through
March 11, 2007

During March 2006, the company terminated the marketing and
selling of dietary supplements in order for it to focus
exclusively on the science related to CNPs, which it plans to lead
to drug discovery and the development of diagnostic products for
the detection and treatment of CNP related diseases.  Accordingly,
the company had no revenue from dietary supplements for the three
months ended Sept. 30, 2006.  The company expects no revenue from
dietary supplements in future periods.

Revenue from observation rights was recognized over the
agreement's 12-month term using the straight-line method.  This
term ended on Aug. 31, 2006, accordingly, there will be no revenue
from observation rights in future periods.

As a percentage of revenue, the company's gross profit was 65% to
70% of revenue when it was selling dietary supplements.  Its
diagnostic product line has historically generated a gross profit
margin of 40% to 50%.  During October 2006, the company announced
its agreement with American Health Associates Clinical
Laboratories to serve as the exclusive U.S. provider of its
proprietary blood diagnostic tests.  The company does not
anticipate a material impact on its future gross margins as a
result of the agreement.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1632

Headquartered in Tampa, Florida, Nanobac Pharmaceuticals Inc.
-- http://www.nanobaclabs.com-- is a bio-lifescience company,  
engages in the research and development of therapeutic and
diagnostic technologies related to nanobacterium sanguineum.


NORTEK INC: Moody's Holds Rating on $625-Mil. Senior Notes at B3
----------------------------------------------------------------
Moody's affirms NTK Holdings, Inc. and its subsidiary Nortek,
Inc.'s existing ratings and negative outlook.

The negative outlook reflects the company's expected operating
performance in a difficult market, the company's low concentration
of business related to new home construction, and product
diversification.

Proceeds from Nortek's planned IPO are earmarked for debt
reduction.  It is currently anticipated that the improvement in
the company's balance sheet would significantly strengthen the
company's position in the B2 ratings category.

The outlook remains negative.

These ratings for NTK Holdings, Inc. have been affirmed:

   -- $403 million senior discount notes, due 2014, affirmed at
      Caa1, LGD6, 91%;

   -- Corporate Family Rating, affirmed at B2;

   -- Probability of Default Rating, affirmed at B2.

These ratings for Nortek, Inc. have been affirmed;

   -- $200 million senior secured revolving credit facility, due
      2011, affirmed at Ba2, LGD2, 18%;

   -- $691.25 million senior secured term loan, due 2011,
      affirmed at Ba2, LGD2, 18%;

   -- $625 million senior subordinated notes, due 2014,
      affirmed at B3, LGD4, 68%.

The negative rating outlook reflects uncertainty surrounding the
execution of the company's IPO.  If the IPO was concluded
successfully and debt is paid down, the negative outlook would
likely be changed to stable or potentially positive based on the
company's operating outlook at the time.  The negative outlook
also reflects a history of aggressive balance sheet management and
the view that the company's leverage reduces its financial
flexibility during a potentially significant industry downturn.

Given the company's aggressive balance sheet management, the
company's financial metrics would have to be well within the
parameters that are typical for a B1 company in the building
products portfolio such that debt to EBITDA would be less than 4x
and free cash flow to debt of no less than 8% for the ratings to
be upgraded.  These metrics would need to be deemed sustainable.  
The outlook could improve if the company's planned IPO
successfully reduces the company's debt levels.

The ratings could be pressured if free cash flow to debt falls
below 3% and if the company's leverage were to remain over 6x for
several consecutive quarters.  A large debt financed acquisition
would be a major concern as the company has been successful with
its current small acquisitions strategy.

Headquartered in Providence, Rhode Island, Nortek, Inc. is an
international manufacturer and distributor of building,
remodeling, and indoor environmental control products for the
residential and commercial markets.  Its products include range
hoods and other spot ventilation products, heating and air
conditioning systems, indoor air quality systems, and specialty
electronic products.  Revenues for the 2005 year were almost
$2 billion.


NORTEL NETWORKS: Implements Consolidation of Common Shares
----------------------------------------------------------
Nortel Networks Corporation implemented the previously announced
consolidation of its issued and outstanding common shares as
approved by the company's Board of Directors on Nov. 6, 2006, and
its shareholders at the annual and special meeting of shareholders
on June 29, 2006.

Nortel's common shares, listed on the New York Stock Exchange and
the Toronto Stock Exchange, will begin trading on a consolidated
basis when the NYSE and TSX open.  The consolidation was
implemented with a ratio of one consolidated share for every ten
pre-consolidation shares.  The consolidation has reduced the
number of shares outstanding from approximately 4.3 billion to
approximately 433 million.

Registered shareholders of the company are receiving instructions
by mail on how to obtain a new share certificate representing
their consolidated common shares.  No fractional shares will be
issued as a result of the consolidation.  

If the consolidation results in a registered shareholder having a
fractional interest of less than a whole share, the registered
shareholder will receive a cash payment for the value of that
interest, with the amount of the payment determined by multiplying
the fraction by $21.15 (the average closing price of Nortel common
shares, as adjusted for the consolidation, on the NYSE for the 10
trading days prior to Dec. 1, 2006, effective date), with Canadian
residents receiving the Canadian dollar equivalent of such payment
based on the noon spot rate published by the Bank of Canada on
Nov. 30, 2006.  Nortel shares held through a broker, bank, trust
company, nominee or other financial intermediary will be adjusted
by that firm.

With the implementation of the consolidation, the Company's 4.25%
convertible senior notes due Sept. 1, 2008, are convertible by
holders into common shares of Nortel Networks Corporation at a new
conversion price of $100 per common share.  Furthermore,
proportional adjustments reflecting the share consolidation have
been made under Nortel's equity compensation plans.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


NTK HOLDINGS: Moody's Holds Junk Rating on $403-Mil. Senior Notes
-----------------------------------------------------------------
Moody's affirms NTK Holdings, Inc. and its subsidiary Nortek,
Inc.'s existing ratings and negative outlook.

The negative outlook reflects the company's expected operating
performance in a difficult market, the company's low concentration
of business related to new home construction, and product
diversification.

Proceeds from Nortek's planned IPO are earmarked for debt
reduction.  It is currently anticipated that the improvement in
the company's balance sheet would significantly strengthen the
company's position in the B2 ratings category.

The outlook remains negative.

These ratings for NTK Holdings, Inc. have been affirmed:

   -- $403 million senior discount notes, due 2014, affirmed at
      Caa1, LGD6, 91%;

   -- Corporate Family Rating, affirmed at B2;

   -- Probability of Default Rating, affirmed at B2.

These ratings for Nortek, Inc. have been affirmed;

   -- $200 million senior secured revolving credit facility, due
      2011, affirmed at Ba2, LGD2, 18%;

   -- $691.25 million senior secured term loan, due 2011,
      affirmed at Ba2, LGD2, 18%;

   -- $625 million senior subordinated notes, due 2014,
      affirmed at B3, LGD4, 68%.

The negative rating outlook reflects uncertainty surrounding the
execution of the company's IPO.  If the IPO was concluded
successfully and debt is paid down, the negative outlook would
likely be changed to stable or potentially positive based on the
company's operating outlook at the time.  The negative outlook
also reflects a history of aggressive balance sheet management and
the view that the company's leverage reduces its financial
flexibility during a potentially significant industry downturn.

Given the company's aggressive balance sheet management, the
company's financial metrics would have to be well within the
parameters that are typical for a B1 company in the building
products portfolio such that debt to EBITDA would be less than 4x
and free cash flow to debt of no less than 8% for the ratings to
be upgraded.  These metrics would need to be deemed sustainable.  
The outlook could improve if the company's planned IPO
successfully reduces the company's debt levels.

The ratings could be pressured if free cash flow to debt falls
below 3% and if the company's leverage were to remain over 6x for
several consecutive quarters.  A large debt financed acquisition
would be a major concern as the company has been successful with
its current small acquisitions strategy.

Headquartered in Providence, Rhode Island, Nortek, Inc. is an
international manufacturer and distributor of building,
remodeling, and indoor environmental control products for the
residential and commercial markets.  Its products include range
hoods and other spot ventilation products, heating and air
conditioning systems, indoor air quality systems, and specialty
electronic products.  Revenues for the 2005 year were almost
$2 billion.


OCEAN TRAILS: Moody's Rates $13.2 Million Class D Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Ocean Trails CLO I:

   -- Aaa to $259,000,000 Class A-1 Floating Rate Notes Due 2020;

   -- Aa2 to $21,000,000 Class A-2 Floating Rate Notes Due 2020;

   -- A2 to $16,500,000 Class B Deferrable Floating Rate Notes
      Due 2020;

   -- Baa2 to $13,250,000 Class C Deferrable Floating Rate Notes
      Due 2020 and

   -- Ba2 to $13,250,000 Class D Deferrable Floating Rate Notes
      Due 2020.

The Moody's ratings of 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 of the Notes reflect the credit quality of the
underlying assets--which consist primarily of senior secured
loans-- as well as the credit enhancement for the Notes inherent
in the capital structure and the transaction's legal structure.

West Gate Horizons Advisors, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


OCWEN RESIDENTIAL: Moody's Junks Rating on Class B5-A Certificates
------------------------------------------------------------------
Moody's Investors Service downgraded two classes of certificates
from a deal issued by Ocwen Residential MBS Corp. in 1999.  The
certificates are secured by primarily first lien, seasoned
reperforming collateral, as well as high-LTV loans.

The B4-A and B5-A certificates in this adjustable rate pool are
being downgraded as a result of weak collateral performance.
Recent losses on this particular pool, as well as high anticipated
loss severities on the remaining collateral has contributed to
this rating action.

These are the rating actions:

   * Issuer: Ocwen Residential MBS Corporation Series 1999-R1

      -- Class B4-A, downgraded to B1 from Ba2.
      -- Class B5-A, downgraded to C from Ca.


ON SEMICONDUCTOR: Wants Senior Secured Credit Facility Amended
--------------------------------------------------------------
ON Semiconductor Corp. is seeking an amendment of its senior
secured credit facility to enable it to replace a significant
portion of its bank debt with indebtedness to be incurred outside
of the facility, to incur additional junior indebtedness and to
permit the expenditure of up to $300 million to repurchase shares
of common stock, all subject to market and certain financial
conditions.

"With our current strong cash position, ongoing cash flow
generating capabilities of the business and the availability of
lower cost financing, we believe we are in a position to take a
number of steps to continue improving our overall financial
performance" said Donald Colvin, ON Semiconductor executive vice
president and CFO.  "The proposed changes to our bank facility
will allow us to be opportunistic in taking advantage of market
conditions."

Indebtedness under the senior secured credit facility at
Sept. 29, 2006 was approximately $574 million, and the company has
prepaid $55 million of that amount during the fourth quarter.

The company also reported that its board of directors has
authorized the company to repurchase up to 50 million shares of
common stock from time to time in the open market.

                      About ON Semiconductor

ON Semiconductor -- http://www.onsemi.com/-- supplies power  
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.

                          *     *     *

ON Semiconductor Corp.'s bank loan debt and long-term corporate
family rating carry Moody's B2 ratings.  The ratings were placed
on Dec. 15, 2005 with a positive outlook.


PACSUN LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: PacSun LLC
        2 North Lake Avenue, Suite 800
        Pasadena, CA 91101

Bankruptcy Case No.: 06-16225

Type of Business: The Debtor is a master developer that owns
                  and controls the entire master planned Golden
                  Valley community.

Chapter 11 Petition Date: November 29, 2006

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Todd C. Ringstad, Esq.
                  Ringstad & Sanders LLP
                  2030 Main Street #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ACI                           Trade debt              $2,775,175
13300 Citrus Street
Corona, CA 92800

Allan E. Seward               Trade debt                $439,291
27825 Smyth Drive
Valencia, CA 91355

Pinnacle Land Surveying Inc.  Trade debt                $162,429
26370 Diamond Place
Suite 505
Santa Clarita, CA 91350

Los Angeles Tax Collector     2006/07 First              $97,013
                              Installment

T-Y-Lin International         Trade debt                 $55,156

Scheer's Incorporated         Trade debt                 $37,290

The Christane Company, Inc.   Trade debt                 $27,914

Viking Capital                Trade debt                 $27,914

Sterndahl Enterprises Inc.    Trade debt                 $23,359

Stantec Consulting Inc.       Trade debt                 $20,322

Kate, Okitsu & Associates     Trade debt                 $11,960

Li & Associates               Trade debt                 $11,770

Rincon Consultants Inc.       Trade debt                  $2,339

Goodwin Procter LLP           Trade debt                  $2,033

Andy Gump                     Trade debt                  $1,076

GE Capital Modular Space      Modular rental                $693

OCB Reprographics Inc.        Trade debt                    $565

GMAC                          Truck rental                  $545

Cal-State Rent A Fence        Fence rental                  $205

GMAC Mortgage/Mastercard      Trade debt                    $100


PCS EDVENTURES!.COM: Sept. 30 Working Capital Deficit Tops $1 Mil.
------------------------------------------------------------------
PCS Edventures!.com Inc. filed its second fiscal quarter financial
statements ended Sept. 30, 2006, with the Securities and Exchange
Commission.

At Sept. 30, 2006, the company's balance sheet showed $1,315,129
in total assets and $1,626,579 in total liabilities, resulting in
a $311,450 stockholders' deficit

The company's September 30 balance sheet also showed strained
liquidity of $1,158,867 with $467,712 in total current assets
available to pay $1,626,579 in total current liabilities.

The second fiscal quarter ended Sept. 30, 2006, resulted in a net
loss of $691,569.  This net loss is a decrease in income by
approximately 393% as compared with the net loss for quarter ended
Sept. 30, 2005, of $140,216.  

Revenues for the three-month period ended Sept. 30, 2006,
decreased to $504,886 or by approximately 38% as compared with
$811,437 for the three-month period ended Sept. 30, 2005.  This
decrease is due to the unusually large sales during the Sept. 30,
2005, quarter to Meridian Joint School District and Detroit Public
Schools.

Full-text copies of the company's second fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?1627

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 7, 2006,
HJ & Associates LLC expressed substantial doubt about PCS
Edventures!.com Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the fiscal
years ended March 31, 2006, and 2005.  The auditing firm pointed
to the Company's recurring losses from operations and working
capital deficit.

                     About PCS Edventures!.com

PCS Edventures!.com Inc. -- http://www.edventures.com/-- designs,  
develops, and delivers hands-on, project-based learning labs to
the K-14 market worldwide.  It has sold and installed more than
2,750 hands-on, Engineering, Robotics & Science labs at public and
private schools, pre-schools, Boys & Girls Clubs, YMCAs, and other
after-school programs in all 50 states in the U.S., as well as
sites in 15 countries internationally.  The Labs are supported by
Edventures! OnLine, which is an Internet-based and accessed
program available in multiple languages, through its curriculum,
communication, assessment capabilities, and online community
features.


PITTSFIELD WEAVING: Taps William Gannon as Bankruptcy Counsel
-------------------------------------------------------------
Pittsfield Weaving Company asks the U.S. Bankruptcy Court for the
District of New Hampshire for permission to employ William S.
Gannon PLLC as its counsel.

William Gannon will:

   a) give the Debtor legal advice with respect to its powers and
      duties as debtor-in-possession in the continued operation of
      its business and management of its property;

   b) assist Debtor as debtor-in-possession to develop a plan and
      negotiate with the creditors' committees and creditors, as
      necessary;

   c) file necessary adversary proceedings for avoidance and
      recovery of preferential and, or fraudulent transfers,
      turnover of property of the estate, objections to allowance
      of claims, etc.;

   d) represent the Debtor as debtor-in-possession in all
      proceedings before the Court;

   e) prepare on behalf of the Debtor as debtor-in-possession
      necessary applications, answers, orders, reports, and legal
      papers; and

   f) perform all other legal services for the Debtor which may be
      necessary.

The firm's professionals will be paid an hourly rate ranging from
$65 to $350 for its services performed.

William S. Gannon, Esq., at William Gannon, assures the Court that
his firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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.


PITTSFIELD WEAVING: U.S. Trustee Picks 3-Member Creditors Panel
---------------------------------------------------------------
The U.S. Trustee for Region 1 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in Pittsfield
Weaving Company's chapter 11 case:

     1. Mr. Homer Coker d/b/a CES Designs
        Represented by: J. Brooks Reitzel, Jr., Esq.
        2613 Cambridge Road
        Burlington, NC 27215
        Tel: (336) 584-9591
        Fax: (336) 584-8301

     2. Mr. Walter H. Toben, President
        W & W Assoc. Inc.
        704 Telser Road
        Lake Zurich, IL 60047
        Tel: (847) 719-1760
        Fax: (847) 719-1766

     3. Mr. Paul H. Gibson, Owner
        Paul Gibson Sales
        3402 Cloverdale Drive
        Greensboro, NC 27408
        Tel: (336) 282-1114
        Fax: (336) 282-1122

The Committee has selected Sheehan, Phinney, Bass + Green, PA, as
its counsel in the course of the Debtor's bankruptcy proceeding.

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

Based in 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. N.H. 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.


PROFESSIONAL INVESTORS: Files Plan and Disclosure Statement
-----------------------------------------------------------
Professional Investors Insurance Group, Inc., delivered its
Chapter 11 Plan of Reorganization and accompanying Disclosure
Statement to the U.S. Bankruptcy Court for the Northern District
of Texas in Dallas on Nov. 13, 2006.

The Debtor relates that it has not actively engaged in business
for several years and has no tangible real or personal property.  
Its primary asset is an account receivable from its sole
shareholder, One RealCo Corporation, having a current balance in
excess of $19,000,000.

Under the Plan, the Debtor will continue to manage its financial
affairs following confirmation and collect amounts due from One
RealCo to fund distributions under the Plan.

One RealCo will pay $50,000 on the Plan's effective date on
account of the amounts it owes the Debtor on the receivable.  The
Debtor says the payment will be sufficient to satisfy all allowed
claims, but will pursue additional payments from One RealCo
Corporation to fund additional Plan payments if necessary.

Unsecured creditors, other than those holding claims for indemnity
or contribution which are subordinated under the Plan, will be
paid the allowed amount of their claims in cash on the effective
date.

William Gibbs, who holds a disputed and contested claim that is
the subject of pending litigation, is granted the option to settle
and compromise his claim for $25,000.  Mr. Gibbs asserts over
$200,000 in claims against the Debtor for breach of contract.  The
Debtor, which has no operations, sought Chapter 11 relief because
of the financial and other burdens of defending the Gibbs
litigation.

One RealCo will retain its equity interest in the Debtor.  The
Debtor is wholly owned by One RealCo, which in turn is owned by
Ronald F. Akin and DTS Holdings, LLC, which in turn is controlled
or owned by Mr. Terry Shumate.

Headquartered in Plano, Texas, Professional Investors Insurance
Group, Inc., filed for chapter 11 protection on Aug. 9, 2006
(Bankr. N.D. Tex. Case No. 06-33278).  John P. Lewis, Jr., Esq.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's bankruptcy
proceedings.  When the Debtor filed for protection from its
creditors, it estimated assets between $10 million and $50 million
and debts between $1 million and $10 million.


PUBLICARD INC: Sept. 30 Balance Sheet Upside-Down by $1.02 Million
------------------------------------------------------------------
PubliCARD Inc. reported a $7,081,000 net income on $887,000 of
revenues for the quarter ended Sept. 30, 2006, compared with a
$312,000 net loss on $1,029,000 of revenues for the same period in
2005.

The increase in net income is primarily due to the company's
recognition of a $7.2 million gain on settlement of the liability
to the Pension Benefit Guaranty Corp.

At Sept. 30, 2006, the company's balance sheet showed $1,321,000
in total assets and $2,341,000 in total liabilities, resulting in
a $1,020,000 total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1,297,000 in total current assets
available to pay $2,122,000 in total current liabilities.

Excluding the impact of foreign currency changes, sales in 2006
decreased by 17% driven by a $146,000 decline in direct sales to
customers located in the United Kingdom offset by a $3,000
increase in shipments to distribution partners located outside of
the Kingdom, other than the U.S.

Gross margin, as a percentage of net revenues, was 54% in 2006
compared to 58% in 2005.  The decrease is primarily a result of a
shift in the company's sales mix which provided a greater
proportion of sales to customers located outside the United
Kingdom. Sales to these distribution partners are generally at a
lower margin than sales to customers located within the United
Kingdom.

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?161d

                    PBGC Settlement Agreement

Under the terms of the Settlement Agreement, effective Sept. 23,
2004, between the Pension Benefit Guaranty Corp. and the company,
the company was liable to the PBGC for the unfunded guaranteed
benefit payable by the PBGC to Plan participants in the amount of
$7.5 million.  The company satisfied this liability by issuing a
non-interest bearing note payable to the PBGC with a face amount
of $7.5 million.

On July 27, 2006, the company entered into a Payment, Retirement
and Release Agreement with the PBGC pursuant to which the PBGC and
the company provided for the settlement and discharge of the
company's obligations under the Settlement Agreement.  Pursuant to
this agreement, the company paid the $256,391.31 on July 27, 2006,
and agreed to pay the PBGC 50% of all net proceeds received in
excess of $250,000.

On Oct. 13, 2006, the company entered into an Assignment of Shares
and Assumption of Obligations agreement with Sallyport Investment
Partnership, pursuant to which the company assigned 60,058 shares
of Series A Preferred Stock of Tecsec to Sallyport in exchange for
$150,000.  In addition, Sallyport agreed to use its best efforts
to transfer to the company shares of common stock of Tecsec
representing 2-1/2% of Tecsec's common stock.  On Oct. 13, 2006,
Tecsec confirmed its agreement to issue such shares to the
company.

As a result of this settlement of the liability to the PBGC, the
company recognized a $7.2 million gain on its Statement of
Operations.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 22, 2006,
Deloitte & Touche LLP, expressed doubt about PubliCARD, Inc.'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, substantial
decline in working capital and negative cash flows from
operations, and need for additional capital to meet its
obligations at Dec. 31, 2005.

                        About PubliCARD

Headquartered in New York City, PubliCARD, Inc. (OTCBB: CARD.OB)
-- http://www.publicard.com/-- through its Infineer Ltd.   
subsidiary, designs smart card solutions for educational and
corporate sites.


PUREBEAUTY INC: Court Okays Gilbert Kelly as Special Counsel
------------------------------------------------------------
PureBeauty, Inc. and its debtor-affiliate, Pure Salons, Inc.,
obtained permission from the U.S. Bankruptcy Court for the Central
District of California to employ Gilbert, Kelly, Crowley & Jennett
LLP, as their special litigation counsel.

The Debtors are currently facing a lawsuit filed by Blanca McCain
for alleged workplace violations.  Pursuant to a personnel
insurance policy which the Debtors maintained through Houston
Casualty Company, the claims filed by Ms. McCain were tendered to
HCC.  At the recommendation of HCC, Gilbert Kelly is expected to
represent the Debtors as their defense counsel in the McCain
Litigation.

Stephen M. Moloney, Esq., an attorney at Gilbert Kelly, tells the
Court that the Firm will charge the Debtors a blended hourly rate
of $225 for its services.  In addition, pursuant to the insurance
policy with HCC, the Debtors are liable for the first $50,000 in
legal fees and expenses incurred.  Any fees and expenses incurred
in excess of the $50,000 limit are subject to reimbursement from
HCC.

Mr. Moloney assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Moloney can be reached at:

      Stephen M. Moloney, Esq.
      Gilbert, Kelly, Crowley & Jennett LLP
      1055 West Seventh Street, Suite 2000
      Los Angeles, California 90017
      Tel: (213) 580-7000
      Fax: (213) 580-7100
      http://www.gilbertkelly.com

PureBeauty, Inc. -- http://www.purebeauty.com/-- operated 48
retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operated six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represented the Debtors.  
The Debtors' Official Committee of Unsecured Creditors selected
Eric E. Sagerman, Esq., and David J. Richardson, Esq., at Winston
& Strawn, LLP, as its counsel.  When the Debtors filed for
protection from their creditors, they estimated $14 million in
assets and $82 million in debts.


REAL ESTATE: Sept. 30 Balance Sheet Upside-Down by $18.645
----------------------------------------------------------
Real Estate Associates Limited VII's balance sheet at Sept. 30,
2006, showed $2.092 million in total assets and $20.737 million in
total liabilities, resulting in an $18.645 million partners'
deficit.

For the third quarter ended Sept. 30, 2006, the partnership
reported a $203,000 net loss on $27,000 of interest income,
compared with a $243,000 net loss on $20,000 of interest income in
the comparable quarter of 2005.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1625

                        Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about Real Estate
Associates' ability to continue as a going concern after auditing
the Partnership's financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the Partnership's
recurring operating losses and default on approximately
$20,231,000 of notes payable and related accrued interest.

Ten of the Partnership's 23 investments involved purchases of
partnership interests from partners who subsequently withdrew from
the operating partnership.  The Partnership is obligated for
non-recourse notes payable of approximately $6,840,000 to the
sellers of the partnership interests, bearing interest at 9.5% to
10%.

Accrued interest is approximately $13,869,000 as of Sept. 30,
2006.  These obligations and the related interest are collaterized
by the Partnership's investment in the local limited partnerships
and are payable only out of cash distributions from the Local
Limited Partnerships, as defined in the notes.  Unpaid interest
was due at maturity of the notes.  All notes payable have matured
and remain unpaid at Sept. 30, 2006.

                 About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership formed
under the laws of the State of California on May 24, 1983.  The
general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.


ROTECH HEALTHCARE: Posts $84 Mil. Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Rotech Healthcare Inc. reported an $84.008 million net loss
for the third quarter ended Sept. 30, 2006, compared with
$2.990 million of net income in the comparable period of 2005.

The company has been significantly impacted by Medicare
reimbursement changes, which decreased its net revenue by
$15.1 million for the three months ended Sept. 30, 2006.  The
internal growth has not been sufficient to offset these
reimbursement reductions.  In addition, the company recorded a
non-cash goodwill impairment charge of $80.0 million

Total net revenues for the three months ended Sept. 30, 2006, were
$127.2 million as compared with $137 million for the comparable
period in 2005.  The net decrease was primarily attributable to
reduced Medicare reimbursement rates for compounded budesonide,
which reduced net revenues by $9.1 million for the three months
ended Sept. 30, 2006.  

In addition, reimbursement cuts related to non-oxygen HME items
subject to the FEHBP provisions and the dispensing fee for
inhalation drugs reduced net revenues by $6.0 million for the
three months ended Sept. 30, 2006.  These decreases were partially
offset by $1.7 million in net revenue for the three months ended
Sept. 30, 2006, from locations acquired after Sept. 30, 2005, and
$3.6 million in net revenue for the three months ended Sept. 30,
2006 from a 6.0% increase in oxygen and drug patient counts
(excluding acquisitions) and a 9.7% increase in other DME
respiratory product counts (excluding acquisitions).

Cost of net revenues totaled $41.5 million for the three months
ended September 2006, a decrease of $1.6 million or 3.7% from the
comparable period in 2005.  The net decrease was primarily
attributable to an $800,000 decrease in patient service equipment
depreciation due to a portion of our oxygen rental equipment
becoming fully depreciated during the three months ended Sept. 30,
2006, and decreased operating costs as the result of a $600,000
decrease in overall pharmacy-related costs, offset by a 4.5%
increase in the number of respiratory therapists employed.

Cost of net revenues as a percentage of net revenue was 32.6% for
the three months ended Sept. 30, 2006, as compared to 31.5% for
the comparable period in 2005.

The provision for doubtful accounts for the three months ended
Sept. 30, 2006, totaled $3.5 million, a $500,000 decrease from the
comparable period in 2005.  This decrease was mainly attributable
to a shift in the overall allowance accrual rate, reducing the
monthly provision for bad debt expense and increasing the monthly
allowance for contractual adjustments recorded as a reduction of
net revenues.  The shift in the accrual rate is based on
historical adjustment experience.  The provision for doubtful
accounts as a percentage of net revenue decreased to 2.7% for the
three months ended Sept. 30, 2006, as compared with 2.9% from the
comparable period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed
$501.025 million in total assets, $443.541 million in total
liabilities, $5.230 million in convertible redeemable preferred
stock, and $52.254 million in total stockholders' equity.  The
Company had $569.515 million in total equity at Dec. 31, 2005.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1618

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ:ROHI)
-- http://www.rotech.com/-- provides home respiratory care and
durable medical equipment and services to patients with breathing
disorders such as chronic obstructive pulmonary diseases.  The
Company provides its equipment and services in 48 states through
approximately 485 operating centers, located principally in non-
urban markets.  The Company's local operating centers ensure that
patients receive individualized care, while its nationwide
coverage allows the Company to benefit from significant operating
efficiencies.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service confirmed Rotech Healthcare Inc.'s Caa2
Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


SAN RAPHAEL: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: San Raphael Fruits Corporation
        pka San Raphael Citrus Corporation
        904 Silver Spur Road #388
        Rolling Hills Estate, CA 90274

Bankruptcy Case No.: 06-16230

Type of Business: The Debtor operates a citrus farm.

                  The Debtor previously filed for chapter 11
                  protection on Dec. 16, 2002 (Bankr. E.D. Calif.
                  Case No. 02-61449)

Chapter 11 Petition Date: November 29, 2006

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Alan F. Broidy, Esq.
                  Law Offices of Alan F. Broidy, PC
                  1925 Century Park East, 17th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 286-6601

Debtor's financial condition as of Nov. 28, 2006:

         Total Assets: $15 million

         Total Debts:  $9 million

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Orange Belt Supply Company    Trade debt                $107,288
25244 Road 204
P.O. Box 249
Lindsay, CA 93247-0249

State of California -         Taxes                      $48,000
Franchise Tax Board
Special Procedures Dept.
P.O. Box 942867
Sacrament, CA 94267-0001

Grapevine Oil Co., Inc.       Trade debt                 $15,853
Attn: Accounts Payable Dept.
607 Kern Street
Taft, CA 93268

Waldrops Auto Parts, Inc.     Trade debt                  $3,598

Sprint                        Services rendered           $2,693

Benko And Piane               Services rendered           $2,500

State of California -         Taxes                         $900
Franchise Tax Board

DMV Renewal                   Fees                          $585

Sawtelle & Rospirin           Services rendered              $70

Cooper True Value  Center     Services rendered              $54


SATELITES MEXICANOS: Emerges from U.S. Bankruptcy Protection
------------------------------------------------------------
In fewer than four months after commencing its pre-negotiated U.S.
bankruptcy, Satelites Mexicanos, S.A. de C.V., officially
concluded its reorganization efforts and emerged from its U.S.
bankruptcy case on Nov. 30, 2006.  

The Company consummated its U.S. chapter 11 plan of
reorganization, which was confirmed by the United States
Bankruptcy Court for the Southern District of New York by order
dated Oct. 26, 2006, and implemented the restructuring approved in
Satmex's Mexican Concurso Mercantil proceeding by the Concurso
Plan Order issued on July 14, 2006.

                   Reorganized Capital Structure

In accordance with the terms of the restructuring, the holders of
Satmex's former $203.4 million of Floating Rate Notes received, in
full satisfaction of the obligations due under such notes, new
First Priority Senior Secured Notes due in 2011 in the amount of
approximately $238.2 million with a quarterly coupon of LIBOR +
875 basis points.  The new First Priority Senior Secured Notes are
callable at a price of 103 in year 1, 102 in year 2, 101 in year 3
and at par (plus accrued interest) thereafter; have a first
priority security interest in all of Satmex's assets; and benefit
from cash sweep prepayments on excess cash balances over U.S. $5
million.  The CUSIP number for the First Priority Senior Secured
Notes is 803895AE1.

Holders of Satmex's former $320 million of High Yield Bonds
received, in full satisfaction of $140 million of the obligations
due under such bonds, including all accrued interest, new Second
Priority Senior Secured Notes due 2013 in the principal amount of
$140,000,000.  The new Second Priority Senior Secured Notes due
2013 have a quarterly coupon of 10.125% all-in, with 0.0% cash
payment in year 1 with the balance paid-in-kind, 2.0% cash payment
through year five, with the balance paid-in-kind, with the coupon
paid wholly in cash in years 6-7.  The Notes are callable at par
throughout their life; have a second lien on Satmex's assets
junior in priority, operation and effect to the security interests
of the First Priority Senior Secured Notes; and after the full
payment of the First Priority Senior Secured Notes, cash sweep
prepayment on excess cash balances over $5 million.  The CUSIP
number for the Second Priority Senior Secured Notes is 803895AF8.

Further, holders of the High Yield Bonds received, in exchange
for capitalization of the balance of their claim of approximately
$274 million in principal and unpaid interest, 78% of the economic
interest in the equity of Reorganized Satmex and 43% of the voting
shares, comprised of 7,166,667 Series B shares and 29,395,833
Series N shares.  The shares have been deposited in a trust and
bondholders have been issued Units representing their interest in
the trust based on 1 Unit issued for each $1,000 of face amount of
the old 10-1/8% Notes due 2004.  Each Unit represents a
proportional interest in approximately 22.396 Series B shares and
91.862 Series N shares.  A Global Trust Certificate representing
the Units has been issued to the Depository Trust Corporation, and
the CUSIP number of the Units is L2399K107.

The remaining economic equity of Reorganized Satmex is held by
Satmex's current shareholders, 2% by Principia and Loral, and 20%
by the Mexican Government, directly and through Servicios
Corporativos Satelitales, S.A. de C.V.  The Mexican Government
will own voting shares in Reorganized Satmex representing 10% and
the rights to proceed from shares representing an additional 45%.  
Reorganized Satmex has a total of 9,166,667 Series A shares,
7,500,001 Series B Shares, and 30,208,331 Series N shares.

               Reorganized Satmex Board of Directors

Reorganized Satmex's Board of Directors consists of Luis Rebollar
Corona, former Chairman and CEO of Grupo Sidek and Grupo Situr,
Sergio M. Autrey Maza, Satmex's former Chairman of the Board and
interim CEO, Vicente Ariztegui Andreve, President and founding
partner of Grupo Arizan, S.A. de C.V., Nexxtrade, S.A. de C.V. and
Marmiitalia, S.A. de C.V., Alberto Mulas Alonso, founding partner
of Cresce Consultores, S.C., Thomas S. Heather, a partner in the
Mexico City office of White & Case, LLP and the Conciliador in the
Company's former Concurso Mercantil proceeding, Roberto Enrique
Colliard Lopez, Director General and CEO of Pendulum, S. de R.L.
de C.V., and Robert L. Rauch, a Partner and Director of Research
for Gramercy Advisors LLC. Erwin Starke, the current CEO of
Secured Capital, S.A. de C.V., is chairing the Audit Committee for
Reorganized Satmex.

                           About SATMEX

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to Section 304
of the Bankruptcy Code that commenced a case ancillary to the
Concurso Proceeding and a motion for injunctive relief that sought
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).


SCORPIUS CDO: Moody's Rates Class B Preferred Securities at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by
Scorpius CDO, Ltd.

These are the rating actions:

   -- Aaa to Class A-1 First Priority Senior Secured Floating
      Rate Notes due November 2046;

   -- Aaa to Class A-2A Second Priority Senior Secured Floating
      Rate Notes due November 2046;

   -- Aaa to Class A-2B Third Priority Senior Secured
      Floating Rate Notes due November 2046;

   -- Aa2 to Class B Fourth Priority Senior Secured Floating Rate
      Notes due November 2046;

   -- Aa3 to Class C Fifth Priority Senior Secured Floating Rate
      Notes due November 2046;

   -- A2 to Class D Sixth Priority Mezzanine Secured Floating
      Rate Notes due November 2046;

   -- A3 to Class E Seventh Priority Mezzanine Secured Floating
      Rate Notes due November 2046;

   -- Baa2 to Class F Eighth Priority Mezzanine Secured Floating
      Rate Notes due November 2046;

   -- Baa3 to Class G Ninth Priority Mezzanine Secured Floating
      Rate Notes due November 2046;

   -- Ba1 to Class A Preferred Securities; and

   -- Ba3 to Class B Preferred Securities.

Moody's ratings of the Notes address the ultimate cash receipt of
all required interest and principal payments, as provided by the
Note's governing documents, and are based on the expected loss
posed to the noteholders relative to receiving the present value
of such payments.  The ratings of the Notes reflect the credit
quality of the portfolio of Reference Obligations, the swap
counterparties, the characteristics of the cash collateral pool,
the credit enhancement for the Notes inherent in the capital
structure and the transaction's legal structure.  This transaction
is managed by Strategos Capital Management, LLC.


SEA CONTAINERS: GE Wants Relief from Stay to Pursue Arbitration
---------------------------------------------------------------
GE Capital Container SRL and GE Capital Container Two SRL, Sea
Containers, Ltd. and its debtor-affiliates' partners in a certain
GE SeaCo Srl joint venture, obtained authority from the Honorable
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to file a request for relief from the automatic stay
under seal and to serve redacted versions of that request on all
entitled parties.

In their request, the GE Parties ask the Court to:

     * grant relief from stay to proceed to mandatory arbitration
       against Sea Containers, Ltd., to determine that a change
       of control occurred; and

     * upon that finding, appoint a third-party arbiter to
       determine a buy out price.

In March 1998, SCL, GE Container One, and Genstar Container
had entered into an omnibus agreement pursuant to which a joint
venture, GE SeaCo Srl, was formed.  SCL and GE Container One
filed articles of organization creating the JV under Barbados
law.

On May 1, 1998, SCL and GE Container One executed a members'
agreement setting forth certain rights, obligations, and duties
related to their membership interests in the JV -- the Quotas.  
Pursuant to certain amendments to the Members' Agreement, GE
Container Two and Quota Holdings, Ltd., were added as members.

Under the JV' Articles of Organization and the Members'
Agreement, the GE Parties have the right to purchase the Quotas
owned by SCL and QHL at their fair market value if a change of
control occurs and if the parties are unable to agree on a
purchase price, a third party arbiter will determine the price.  
The Members' Agreement also requires that any dispute concerning
the buy-out right be decided by binding arbitration.

Howard A. Cohen, Esq., at Drinker Biddle & Reath LLP, in
Wilmington, Delaware, discloses that prior to the Debtors' filing
for bankruptcy, the GE Parties notified SCL and QHL that:

   (1) a change of control had occurred with the resignation from
       various key positions of James Sherwood, a former
       controlling principal of SCL;

   (2) GE was exercising its right to purchase the entire equity
       interest held by SCL and QHL in the JV; and

   (3) GE was prepared to enter into good faith negotiations
       regarding the fair market purchase price of SCL's and
       QHL's Quotas.

SCL and QHL dispute that a change of control occurred.  

Mr. Cohen points out that cause exists to grant GE's request
because, among other things:

   (a) allowing the arbitration of the change of control dispute
       and the valuation will not prejudice SCL;

   (b) no alternative forum that would be quicker, more
       efficient, and more cost effective than arbitration
       exists; and

   (c) the hardship to the GE Parties of continuing the stay
       considerably outweighs the hardship to SCL of modifying
       the stay.

Mr. Cohen notes that, the Third Circuit in Mintze v. Am. Gen.
Fin. Servs., Inc. (In re Mintze), 434 F.3d 222 (3d Cir. 2006),
has held that there is no judicial discretion to deny arbitration
even if the arbitration involves core proceedings under Section
157(b) of the Bankruptcy Code.

Accordingly, Mr. Cohen asserts, SCL cannot use Chapter 11 to
shield itself from arbitration.  "Because there is no alternative
to arbitration, the Court need not and, indeed, cannot analyze
the costs and benefits of arbitration versus the costs and
benefits of an alternative means of resolving the disputes,
including the bankruptcy process."

Arbitrating now the Change of Control Dispute and the Valuation
will not burden the Debtors or their management, Mr. Cohen
maintains.  He says any delay in the arbitration will prejudice
the Debtors and their estates because resolution of the Change of
Control Dispute and the Valuation is indispensable to the
formulation of any plan of reorganization.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SEA CONTAINERS: Wants to Sell 50% Stake in Aegean Speed Lines
-------------------------------------------------------------
Sea Containers, Ltd. asks the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to approve its sale
of its 50% interest in the Aegean Speed Lines NE joint venture to
Speed Shipping Company Ltd., pursuant to a sale agreement dated
November 2006 between the Debtor, Speed Shipping, ASL, Niver Lines
Shipping Co. SA, Hoverspeed GB Ltd., and Sea Containers Cyprus
Holdings Ltd.

                    Shareholders' Agreement

In February 2005, the Debtor and Speed Shipping, who each owns 50%
interest in ASL, had entered into a shareholders' agreement under
which the parties each subscribed for 2,500 shares in ASL, and
agreed on the manner in which the affairs of ASL were to be
conducted.

ASL has no other operations aside from operating Speedrunner 1, a
passenger ferry.  HGB, an indirect, wholly owned subsidiary of the
Debtor, owns Speedrunner 1 and charters it to SC Cyprus.  SC
Cyprus, in turn, sub-charters the ferry to ASL.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that ASL incurred a EUR1,600,000
loss in 2005, and is forecasted to make a EUR1,400,000 loss in
2006.

Under the Shareholders' Agreement, the Debtor is obliged to make
subordinated loans to ASL in amounts necessary to meet its
portion of ASL's liability to third party creditors.  The Debtor
estimates a $600,000 potential loan advance obligation for 2006.

HGB has agreed to sell the Vessel to Speed Shipping for
$2,000,000.  The Vessel is not a property of the Debtor's
estates, Mr. Brady relates.

In conjunction with the sale, the Debtor has agreed to sell its
50% stake in the ASL joint venture to Speed Shipping for the
nominal fee of EUR1 and the release of its obligations under the
Shareholders' Agreement.

The Shareholders' Agreement provides that before transferring its
50% joint venture interest in ASL to a third-party, the Debtor
must first offer its 2,500 shares to Speed Shipping.  The Debtor
may only proceed to transfer to a third-party those shares which
Speed Shipping declines to purchase, and may only transfer the
shares on terms no less favorable than those offered to Speed
Shipping.

Mr. Brady discloses that the Debtor has not formally marketed its
Joint Venture Interest for sale for these reasons:

   (1) the ASL business has generated losses and is expected to
       generate a loss for 2007;

   (2) ASL has no meaningful assets other than its interest in
       the Vessel's sub-charter and the goodwill generated by the
       business operations;

   (3) any buyer of the Debtor's Joint Venture Interest would be
       liable to pay, by way of subordinated loan, $600,000 in
       respect of estimated losses incurred by ASL; and

   (4) to retain the Vessel's class status as a "High Speed
       Craft," ASL would be required to overhaul two of the
       Vessel's engines, which is estimated to cost $1,900,000.

                      Debtor's Equity Sale

The Debtor believes that it can maximize the value of its Joint
Venture Interest and minimize its liability to ASL only through a
combined sale transaction of its Joint Venture Interest together
with the Vessel.

The parties subsequently enter into a sale agreement, pursuant to
which:

   (a) the Vessel will be transferred to Speed Shipping on the
       terms contained in a memorandum of agreement;

   (b) the head-charter and the sub-charter will be terminated
       with effect from the delivery of the Vessel to Speed
       Shipping;

   (c) SCL will transfer its shares in ASL to Speed Shipping for
       EUR1;

   (d) upon the delivery of the Vessel, the payment of the
       purchase price, and the share transfer, all obligations of
       each of the parties under the Shareholders' Agreement, the
       Head-Charter and the Sub Charter will be deemed satisfied,
       with every liability that any party may have considered
       settled or waived and with each party deemed to have fully
       complied with its obligations under the agreements; and

   (e) HGB may retain the proceeds of any insurance recovery
       arising out of a claim for engine damage sustained by the
       Vessel in July 2006.

Speed Shipping may opt to cancel the Memorandum of Agreement
should the Vessel's delivery not occur prior to Dec. 7, 2006.  
Because the sale of the Vessel is contingent upon the sale of
SCL's interest in ASL, the Debtor also asks the Court to approve
the sale of the Joint Venture Interest on the terms agreed and
not require competitive bidding through a formal, court-
supervised auction process.

A full-text copy of the Sale Agreement and the Memorandum of
Agreement is available for free at:

              http://researcharchives.com/t/s?1629

Mr. Brady tells Judge Carey that the Sale should be approved
because, among other things:

    -- the proposed sale enables the Debtor to liquidate an
       asset that is unnecessary to their core business
       operations, and to exit a joint venture that has not been
       and is not projected to be profitable in 2007 without
       incurring further liability;

    -- the transaction represents the highest and best offer for
       the Joint Venture Interest; and

    -- the Sale Agreement and the MOA are the product of good
       faith, arm's-length negotiations between SCL and Speed
       Shipping.

Furthermore, Mr. Brady says there are no known liens or
encumbrances that exist in, to, or against the Joint Venture
Interest.  Mr. Brady however says that there are certain
restrictions contained in the public note indentures of SCL that
might be read to prohibit the sale of the Joint Venture Interest.

As required pursuant to the Sale Agreement, the Debtor further
seek the Court's authority to transfer the Joint Venture Interest
free and clear of any and all liens, claims and encumbrances,
except those expressly assumed by Speed Shipping under the Sale
Agreement.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight   
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHAW GROUP: S&P Holds BB Rating and Removes Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
Oct. 2006.

The outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.

The affirmation comes after the acquisition of a 20% interest in
the Toshiba Corp.-led purchase of Westinghouse Electrical Company
by Shaw subsidiary Nuclear Energy Holdings LLC.

"Ratings are not immediately affected by the acquisition due
largely to the put option rights NEH holds," said Dan Picciotto,
Standard & Poor's credit analyst.

These rights allow NEH to sell all or part of its ownership
interest to Toshiba prior to maturity of the bonds.


SORIN CDO: Moody's Rates $6.5-Mil. Class C Secured Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Sorin CDO V Ltd.:

   -- Aaa to $402,000,000 Class A-1S Senior Secured Floating Rate
      Notes Due 2051;

   -- Aaa to $66,000,000 Class A-1J Senior Secured Floating Rate
      Notes Due 2051;

   -- Aa2 to $60,000,000 Class A-2 Senior Secured Floating Rate
      Notes Due 2051;

   -- A2 to $27,000,000 Class A-3 Deferrable Secured Floating
      Rate Notes Due 2051;

   -- Baa2 to $18,000,000 Class B Deferrable Secured Floating
      Rate Notes Due 2051 and

   -- Ba2 to $6,500,000 Class C Deferrable Secured Floating Rate
      Notes Due 2051.

The Moody's ratings of 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 reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Asset-Backed
Securities and CDS Transactions with respect to Asset-Backed
Securities due to defaults, the transaction's legal structure and
the characteristics of the underlying assets.

Sorin Capital Management, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


SPANISH BROADCASTING: Continued Losses Cue S&P to Cut Rating to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Miami, Florida-based radio and television
broadcaster Spanish Broadcasting System Inc. to 'B-' from 'B'. At
the same time, we removed the ratings from CreditWatch, where they
were placed with negative implications on Sept. 8, 2006.

The outlook is stable.

"The downgrade is based on continued losses at the company's
start-up television operations and anticipated declines in radio
advertising, especially national sales, which we believe will
result in continued increases in leverage over the intermediate
term," said Standard & Poor's credit analyst Michael Altberg.

As of Sept. 30, 2006, the company had $426 million in debt
outstanding, including cumulative preferred stock.

The stable outlook recognizes that the company has sufficient
liquidity over the intermediate term due to good cash balances,
unrestricted borrowing availability under its undrawn revolving
credit facility, and no sizable debt maturities until 2012.

"We could revise the outlook to positive if the company can
curtail its increasing leverage and undertake a debt-reduction
plan, which we currently view as less likely, absent asset sales,
cash-flow financed debt paydowns, or earlier-than-anticipated
break-even results at its TV operations," Mr. Altberg said.

"Alternatively, deteriorating operations, debt-financed
acquisitions, and discretionary cash flow deficits that squeeze
liquidity could pressure the outlook and rating."


STATION CASINOS: DOJ Says Gun Lake Land Won't be Taken into Trust
-----------------------------------------------------------------
Station Casinos Inc. disclosed that the U.S. Department of Justice
filed a notice with the U.S. District Court for the District of
Columbia stating that the Department of the Interior does not
intend to take the land, subject to the Gun Lake Litigation, into
trust prior to March 5, 2007.

The Company previously disclosed the U.S. Department of Interior's
decision to issue a Notice of Intent to place land in trust for
gaming purposes for the Match-E-Be-Nash-She-Wish Band of
Pottawatomi Indians, commonly known as the Gun Lake Tribe, in
Wayland Township, Michigan.  The Company had purchased an interest
in MPM Enterprises LLC and entered into a development services
agreement and a management agreement with the Gun Lake Tribe.

"We are very pleased that the U.S. Department of Interior has
decided to take the 145 acre parcel into trust for the Gun Lake
Tribe to use for gaming purposes," Glenn Christenson, executive
vice president and chief financial officer, said.  "We view this
decision as one of the final steps in the development of a state-
of-the-art gaming and entertainment facility in West Michigan."

Station Casinos Inc. -- http://www.stationcasinos.com/-- provides  
gaming and entertainment to the residents of Las Vegas, Nevada.  
Station owns and operates Palace Station Hotel & Casino,
Boulder Station Hotel & Casino, Santa Fe Station Hotel & Casino,
Wildfire Casino, and Wild Wild West Gambling Hall & Hotel in Las
Vegas, Nevada, Texas Station Gambling Hall & Hotel and Fiesta
Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset Station
Hotel & Casino, Fiesta Henderson Casino Hotel, Magic Star Casino
and Gold Rush Casino in Henderson, Nevada.  Station also owns a
50% interest in Green Valley Ranch Station Casino, Barley's Casino
& Brewing Company and The Greens in Henderson, Nevada and a 6.7%
interest in the Palms Casino Resort in Las Vegas, Nevada.  In
addition, Station manages Thunder Valley Casino near Sacramento,
California, on behalf of the United Auburn Indian Community.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services placed its ratings on Station
Casinos Inc., including its 'BB' long-term and 'B-2' short-term
corporate credit ratings, on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service confirmed its Ba2 Corporate Family
Rating for Station Casinos in connection with its implementation
of the new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.


STIEFEL LABS: Moody's Rates Proposed $150 Mil. Senior Loan at B3
----------------------------------------------------------------
Moody's assigned a Ba3 and a B3 rating to the proposed first and
second lien credit facilities, respectively, of Stiefel
Laboratories, Inc.  Moody's also assigned Stiefel a Corporate
Family Rating of B1.

The outlook for the ratings is stable.  

This is the first time Moody's has assigned ratings for Stiefel.
The proceeds of the proposed offering are expected to be used
primarily to acquire the stock of Connetics Corporation for
approximately $620 million, retire Connectics' outstanding debt
and refinance the existing debt of Stiefel.

Stiefel's rating reflects the key factors enumerated in Moody's
Global Pharmaceutical Rating Methodology.  The B1 Corporate Family
Rating reflects the modest scale of the combined company with pro
forma revenue for the twelve months ended Sept. 30, 2006 of
approximately $730 million.  The proposed acquisition of Connetics
is the company's largest acquisition to date and the related
financing will result in a significant increase in financial
leverage.

After the transaction, the company's funded debt of $810 million
will exceed pro forma revenue.  The considerable financial
leverage along with increased capital spending in the next few
years are also expected to constrain cash flow coverage of debt in
the near term.

However, Moody's expects the company to be able to generate
sufficient cash flow to fund the increased capital spending and to
reduce debt.

Additionally, the combined company will have a fairly diverse
product mix with the top three products generating about 34% of
pro forma sales for the fiscal year ended March 31, 2006.  Moody's
believes the company's diverse product portfolio, spanning
multiple indications, including acne, psoriasis and dermatoses,
should be a credit positive over the rating horizon. Further, the
combined company has modest exposure to patent expirations and
challenges over the near term.

The stable ratings outlook reflects Moody's expectation that
sustained sales growth and cost savings initiatives associated
with the combination of the two companies should contribute to a
continuation of positive operating results and stable cash flow
over the rating horizon.  

Sales of dermatological products should continue to be fueled by
favorable demographics and lifestyle trends.  Also contributing to
the stable outlook is the expectation of a conservative
acquisition strategy following the Connetics transaction and the
anticipation that free cash flow will be used to repay debt.

If Stiefel continues to grow revenues, maintains its positive
margin performance and returns to its conservative leverage
profile, Moody's could change the rating outlook to positive or
upgrade the rating.

Downward rating pressure could result from any of the following
circumstances:

   -- integration issues arising from the acquisition of
      Connetics;

   -- a material decline in revenue and cash flow caused by
      generic competition for Soriatane;

   -- the loss of patent protection and resulting competition for
      OLUX; or,

   -- large cash-financed acquisitions.

These are the rating actions:

   -- $75 million senior secured first lien revolving credit
      facility, Ba3, LGD3, 41%

   -- $623 million senior secured first lien term loan, Ba3,
      LGD3, 41%

   -- $150 million senior secured second lien term loan, B3,
      LGD6, 91%

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

Headquartered in Coral Gables, Florida, Stiefel Laboratories, Inc.
is a privately held pharmaceutical company specializing in
dermatological products.  Stiefel has nearly 160 years of
experience in dermatology and currently markets over 160 products
in more than 100 countries.  The company manufactures and markets
a variety of prescription and non-prescription dermatological
products, including Duac, Brevoxyl and Rosac Cream.  Stiefel
recognized approximately $550 million of revenue for the twelve
months ended Sept. 30, 2006.


THREE PUTT: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Three Putt Investments, LLC
        P.O. Box 464
        Owensboro, KY 42302

Bankruptcy Case No.: 06-40872

Chapter 11 Petition Date: November 29, 2006

Court: Western District of Kentucky (Owensboro)

Debtor's Counsel: Russ Wilkey, Esq.
                  Russ Wilkey, P.S.C.
                  121 West Second Street
                  Owensboro, KY 42303
                  Tel: (270) 685-6000
                  Fax: (270) 683 2229

Total Assets: $1,054,000

Total Debts:  $989,417

Debtor's Two Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pramco III, LLC                                          $46,017
SDS-12-2500
P.O. Box 86
Minneapolis, MN 55486

City of Owensboro             8-unit apartment           Unknown
101 East Fourth Street        complex at 3816
Owensboro, KY 42303           Brentwood Drive,
                              Owensboro, KY
                              12-unit apartment
                              complex at 1926
                              Tamarack Drive
                              Owensboro, KY
                              Secured:
                              $966,000
                              Senior Lien:
                              $935,710


UNIGENE LABS: Septmber 30 Equity Deficit Narrows to $11.4 Million
-----------------------------------------------------------------
Unigene Laboratories Inc.'s balance sheet at Sept. 30, 2006,
showed $16,108,404 in total assets and $27,514,927 in total
liabilities, resulting in an $11,406,523 stockholders' deficit.  
The company's deficit at Dec. 31, 2005, was $16,506,628.

The company's September 30 balance sheet also showed strained
liquidity with $11,307,513 in total current assets available to
pay $18,791,536 in total current liabilities.

Revenue for the third quarter ended Sept. 30, 2006, was $1,700,870
compared with $11,872,608 for the three months ended Sept. 30,
2005, and $2,643,748 for the nine months ended Sept. 30, 2006,
compared with $12,675,951 for the nine months ended Sept. 30,
2005.  Revenue from Fortical sales and royalties were $1,510,000
for the three months ended Sept. 30, 2006, $348,000 for the three
months ended June 30, 2006, and $197,000 for the three months
ended March 31, 2006.

Fortical royalties were $673,000 and $2,007,000 respectively, for
the three months ended Sept. 30, 2006, and 2005 and $1,218,000 and
$2,007,000 respectively, for the nine months ended Sept. 30, 2006,
and 2005.  Fortical sales were $837,000 for the three-month and
nine-month periods ended Sept. 30, 2006.  Sales, primarily
Fortical, were $5,675,000 and $6,033,000, respectively, for the
three month and nine month periods ended Sept. 30, 2005.

For the third quarter ended Sept. 30, 2006, the company reported a
$2,514,834 net loss compared with $7,897,455 of net income in the
comparable quarter of 2005.  The three months ended Sept. 30,
2006, includes $147,000 in expenses for non-cash stock option
compensation under SFAS 123 (R).

Total operating expenses were $3,897,000 for the three months
ended Sept. 30, 2006, an increase from $3,562,000 for the three
months ended Sept. 30, 2005.

Total operating expenses were $10,440,000 for the nine months
ended Sept. 30, 2006, an increase from $9,380,000 for the nine
months ended Sept. 30, 2005.

The company's cash balance at Sept. 30, 2006, was $4,825,000, an
increase of approximately $679,000 from year-end.

"Retail sales of Fortical, our first U.S. product for the
treatment of osteoporosis, continue to grow at an appreciable
rate," president and chief executive officer Warren P. Levy,
Ph.D., commented.  

"According to NDC, a well-recognized pharmaceutical sales tracking
service, Fortical prescriptions have exceeded 60,000 for the month
of September, representing a market share of approximately 28%.

"In August, we reported that the process of 'pull through' was
complete.  Our partner, Upsher-Smith Laboratories, has submitted
purchase orders for the remainder of 2006 and the beginning of
2007.  

"As Upsher-Smith and their customers have begun to rebuild
inventories, a more regular ordering pattern seems to be
developing.  As evidence of this, we have reported that our sales
and royalties grew from $348,000 in the second quarter to
$1,510,000 in the third quarter, reflecting significant growth
despite the fact that the first re-order was filled in mid-
quarter.  We are encouraged by that increase and believe that the
prospects for further increases are excellent.

"We are aggressively pursuing internal activities to support our
partnership with GlaxoSmithKline in oral PTH.  These activities
include additional formulations and in vivo testing.  The program
is being undertaken with the full support of GSK, and we believe
it should expedite the product's development and entrance into
Phase II.  It is believed that the opportunity for an oral PTH
will continue to grow, as the currently marketed injectable PTH
product sold by a third party has been projected to achieve annual
sales in 2006 exceeding $600 million."

Dr. Levy also said, "Our current clinical studies in China are
expected to be completed late this year or early next year.
Following the conclusion of those studies and analysis of the
data, we intend to meet with the regulatory agency to determine
the prospects for, and timing of, a marketing approval.

"Finally, our site-directed bone growth program is progressing
well.  We have repeated and amplified earlier studies and are
filing patent applications overseas in addition to those already
filed in the U.S. We are focusing on several specific possible
applications of the technology, which involves a combination of
drugs and device along with proprietary methodology, including
stabilization of the spine, treatment of chronic back pain and
prevention of hip fractures.  We plan to engage key opinion
leaders and clinical experts to assist in the early-stage clinical
development of the technology and to seek a commercial partner
with device expertise to assist in the remaining activities."

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1624

                        Going Concern Doubt

Grant Thornton LLP in Edison, New Jersey, expressed substantial
doubt about Unigene Laboratories' ability to continue as a going
concern after auditing the Company's financial statements for the
fiscal year ended Dec. 31, 2005.  The auditing firm pointed to the
Company's recurring losses from operations, working capital
deficiency, and the Company has stockholder demand loans in
default at Dec. 31, 2005.

                  About Unigene Laboratories Inc.

Fairfield, New Jersey-based Unigene Laboratories Inc. (OTCBB:
UGNE) -- http://www.unigene.com/or http://www.fortical.com/--  
is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.  Due to the size of the
worldwide osteoporosis market, Unigene is targeting its initial
efforts on developing calcitonin and PTH-based therapies.  
Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.


US ENERGY: Gets Court Approval on Critical "First Day Pleadings"
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted approval of U.S. Energy Biogas Corp.'s critical "first
day pleadings," including the use of up to $1.2 million cash
collateral that will facilitate USEB's continued normal business
operations.  

The Court action follows USEB's Nov. 30, 2006, announcement that
it had voluntarily filed for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  USEB's Chapter 11 filing did not
include USEB's parent company, U.S. Energy Systems Inc., or the
parent company'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.

"We are pleased with the court's prompt approval of USEB's
critical first day pleadings," said Asher E. Fogel, Chairman of
USEB and Chief Executive Officer of USEY.  "USEB's ability to use
up to $1.2 million of cash collateral, along with the approval of
other key first day pleadings, ensures that USEB will maintain
normal business operations while we work to establish a viable
capital structure for USEB through reorganization."

With approvals granted on Dec. 1, 2006, by Judge Robert D. Drain,
USEB has now received court authorization to, among other things:

   -- Use up to $1.2 million of cash collateral to pay obligations
      incurred in ongoing postpetition operations;

   -- Pay employee wages, salaries and benefits without
      interruption; and

   -- Continue to use existing bank accounts and cash management
      systems on an interim basis.

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.


VARIG S.A.: Preliminary Injunction Continued Through January 11
---------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York continues the preliminary injunction
imposed in VARIG S.A. and its debtor-affiliates' Section 304 cases
through and including Jan. 11, 2007.

The Court will hold a hearing on Jan. 10, 2007, at 10:00 a.m., to
consider whether to extend the Preliminary Injunction or, if
appropriate, convert it into a Permanent Injunction.

Previously filed objections to the extension of the Preliminary
Injunction or entry of a Permanent Injunction will be carried
over to the January 10 hearing.

Any other objection must be filed with the Court by January 3,
2007.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


VARIG S.A.: Judge Drain Denies Port Authority's Payment Request
---------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York denies The Port Authority of New
York and New Jersey's request to compel VARIG, S.A., and its two
foreign  debtor-affiliates to pay postpetition flight fees and
other fees totaling $207,500 as an administrative expense pursuant
to Sections 105, 503 and 507 of the Bankruptcy Code.

For reasons stated on the record of hearing, Judge Drain holds
that the Court lacks the jurisdiction to grant the relief
requested by the Port Authority of New York and New Jersey.  

As reported in the Troubled Company Reporter on Nov. 3, 2006,
Eduardo Zerwes, the Foreign Representative of VARIG S.A. and its
debtor-affiliates, objected to the Port Authority of New York and
New Jersey's request.

Mr. Zerwes asserted that Sections 503 and 507 of the Bankruptcy
Code do not apply in the ancillary case and allowance or
disallowance of the claims must be determined in the Foreign
Proceeding in Brazil.

Representing Mr. Zerwes, Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP, in New York, argued that:

   * the Port Authority's request improperly applies the
     Bankruptcy Code and lacks the necessary basis to support an
     order granting the relief it seeks; and

   * any order from the U.S. Court compelling payment of any
     claim is premature because claims should first be
     administered in accordance with VARIG's approved In-Court
     Reorganization Plan.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


VERTICAL VIRGO: Moody's Rates Class I Subordinated Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Vertical Virgo 2006-1, Ltd.:

   -- Aaa to up to $1,266,000,0001 Class A1S Variable Funding
      Senior Secured Floating Rate Notes Due 2046;

   -- Aaa to $255,000,000 Class A1J Senior Secured Floating Rate
      Notes Due 2046;

   -- Aa2 to $177,000,000 Class A2 Senior Secured Floating Rate
      Notes Due 2046;

   -- A2 to $80,000,000 Class A3 Secured Deferrable Interest
      Floating Rate Notes Due 2046;

   -- Baa1 to $17,500,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046;

   -- Baa2 to $74,500,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046;

   -- Baa3 to $20,000,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2046 and

   -- Ba2 to $40,000,000 Class I Subordinated Notes Due 2046.

The Moody's ratings of 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 rating assigned to the Class
I Subordinated Notes addresses solely the ultimate return of the
Class I Subordinated Note Return Amount and the Remaining Class I
Balance.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of RMBS Securities, CMBS
Securities, other Asset-Backed Securities and Synthetic Securities
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Vertical Capital, LLC, a Delaware limited liability company, will
manage the selection, acquisition and disposition of portfolio
securities on behalf of the Issuer.


WHOLE AUTO: Good Performance Pormpts S&P's Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on four
classes of notes from two Whole Auto Loan Trust securitizations
originated in 2003 and 2004 on CreditWatch with positive
implications.

The CreditWatch placements reflect the strong performance of the
underlying collateral, which consists of prime vehicle loan
receivables originated by DaimlerChrysler Services N.A., Ford
Motor Credit Co., and General Motors Acceptance Corp., as well as
increased credit enhancement as a percentage of the current
amortizing pool balances.  With current pool factors of 13% for
WALT 2003-1 and 30.61% for WALT 2004-1, cumulative net losses for
the transactions are 1.16% and 0.86%, respectively, which are
below Standard & Poor's initial expectations.

Both transactions have reached their target overcollateralization
levels of 1% of the initial adjusted pool balances.  The
overcollateralization is nonamortizing and therefore has increased
over time as a percentage of the current pool balances. Moreover,
all mezzanine and subordinate classes continue to benefit from the
pro rata principal payment structure.

Furthermore, the principal cash flow associated with the
overcollateralization amount has been used to fast-pay the notes
in reverse order of seniority, thus causing the most subordinate
notes to be retired first.

Over the next one to two months, Standard & Poor's will conduct a
detailed review of the credit performance and enhancement levels
for both transactions and determine whether upgrades are
warranted.
     
                Ratings Placed On Creditwatch Positive
   
                     Whole Auto Loan Trust 2003-1   
                  
                                    Rating
                                    ------
                  Class     To                  From
                  -----     --                  ----     
                  B         AA+/Watch Pos       AA+     

                     Whole Auto Loan Trust 2004-1

                                    Rating
                                    ------
                  Class     To                From
                  -----     --                ----   
                  B         A/Watch Pos       A
                  C         BBB/Watch Pos     BBB
                  D         BB-/Watch Pos     BB-


WILLIAMS SCOTSMAN: Moody's Puts Ratings on Review & May Upgrade
---------------------------------------------------------------
Moody's Investors Service placed all ratings of Williams Scotsman
International, Inc. on review for possible upgrade.  

The review was prompted by the company's continued strong
performance, supported by substantial increases in average lease
rates with stable utilization.  

This has resulted in greater cash flow generation, causing
leverage metrics to improve to the strongest levels since the
equity IPO in Sept. 2005.

Moody's notes management's commitment to a more conservative
leverage profile since the IPO as a key driver in the review
decision.  This has been evidenced by a disciplined approach
regarding the usage of debt for both organic growth and
acquisitions, in addition to a secondary equity offering in the
second quarter of 2006 that was used in-part to reduce
outstandings under the company's revolving credit facility.

During the review for possible upgrade, Moody's will also analyze
the sustainability of Williams Scotsman's recent strong operating
performance.  This has been in part due to a favorable period in
the economic cycle, and Moody's will evaluate whether there has
been a structural shift in the firm's business model so that
cyclical troughs will generate less stress on the company's
earnings and cash flows.  A review of the firm's leasing versus
sales mix, and the characteristics of each, will be undertaken as
a component of this analysis.

Williams Scotsman's business strategy as the company continues to
grow and expand with larger operations outside of North America
will also be reviewed by Moody's.  The company's recent purchase
of the remaining outstanding interest in Wiron Constructucciones
Modulares, S.A. is an example.

Moody's will evaluate the possibility of greater expansion and
investment both domestically and in Europe and its effect on the
company's leverage metrics, particularly given the company's
excess availability on its senior secured revolver facility.

Also, given the company's historical operations have been firmly
centered in North America, its ability to manage and control its
European expansion will be a factor to the rating.

These ratings were placed on review for possible upgrade:

   -- Long-Term Corporate Family Rating at B2
   -- Senior Secured Credit Facility at B2
   -- Senior Unsecured Notes at B3

Williams Scotsman International, Inc. is headquartered in
Baltimore, Maryland, and is a provider of modular space solutions
in North America and Europe.


ZIM CORP: Posts $369,991 Net Loss in Second Quarter Ended Sept. 30
------------------------------------------------------------------
ZIM Corp. filed its second fiscal quarter financial statements
ended Sept. 30, 2006, with the Securities and Exchange Commission
on Nov. 13, 2006.

Revenue for the three months ended Sept. 30, 2006, was $580,913,
compared with revenue of $817,389 for the three months ended
Sept. 30, 2005.  The decrease of $236,476 is attributable to a
decrease in short message service or text messaging and
aggregation.

Net loss for the three months ended Sept. 30, 2006, was $369,991
as compared with $368,720 for the three months ended Sept. 30,
2005.

At Sept. 30, 2006, the company's balance sheet showed $2,121,914
in total assets, $1,078,804 in total liabilities, and $1,043,110
in total stockholders' equity.

ZIM had cash of $578,883 at Sept. 30, 2006, as compared with cash,
net of bank indebtedness of $207,068 at March 31, 2006.  The
increase in cash is due to the receipt of investment tax credits
from the Canadian government relating to the 2005 fiscal year and
to the closing of a private placement of the company's common
shares on June 30, 2006, that raised cash of $280,422.

The private placement also resulted in its Chief Executive Officer
converting $454,194 on a line of credit into units in the private
placement.  The units were priced at $0.04 per unit, the closing
market price on the OTCBB on June 29, 2006, with each unit
consisting of one common share and one warrant to purchase common
shares for $0.04 per share.

Full-text copies of the company's second fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?162a

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Raymond Chabot Grant Thornton LLP expressed substantial doubt
about ZIM Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended March 31, 2006, and 2005.  The auditing firm pointed
to the Company's net loss of $3,388,493 for the year and negative
cash flows from operations during each of the last five years.

                          About ZIM Corp.

Ottawa, Canada-based ZIM Corporation (OTCBB: ZIMCF) --
http://www.zim.biz/-- is a mobile service provider, aggregator,
and application developer for the global SMS market.  ZIM's
products include mobile e-mail and office tools, such as ZIM SMS
Chat, and its message delivery services include Bulk SMS, Premium
SMS, and Location Based Services.  ZIM also provides enterprise-
class software and tools for designing, developing and
manipulating database systems and applications.  Through its two-
way SMS expertise and mobile-enabling technologies, ZIM bridges
the gap between data and mobility.


*Gibson Dunn Promotes 11 Lawyers to Partner
-------------------------------------------
Gibson, Dunn & Crutcher LLP disclosed that the firm has named 11
new partners, effective Jan. 1, 2007, representing a diverse range
of practice areas and geographical regions.

"We are pleased to welcome as partners such an accomplished and
talented group of attorneys," Ken Doran, managing partner, said.
"They bring a wealth of knowledge and experience that will help
ensure that we will continue to provide the best legal services to
our clients.  They also exemplify our firm's core values of
excellence, professionalism and collegiality."

The Firms new partners are:

   * Michael J. Collins - his practice focuses on all aspects of
        executive compensation and employee benefits.  A resident
        in its Washington, D.C. office, he graduated summa cum
        laude from Notre Dame Law School in 1995.

   * Ethan Dettmer - practices complex commercial litigation, with
        an emphasis on securities, professional liability and
        appellate matters.  A resident in its San Francisco
        office, he received his law degree from the University of
        Michigan Law School in 1997 and served as a law clerk to
        the late Justice James H. Brickley of the Michigan Supreme
        Court prior to joining the firm.

   * Rashida K. La Lande - practices corporate law with an
        emphasis on mergers and acquisitions and private equity.
        A resident in its New York office, she received her law
        degree from Columbia Law School in 1998.

   * Jeffrey A. Le Sage - practices corporate law with a focus on
        domestic and international mergers and acquisitions,
        private equity transactions, venture capital transactions
        and corporate securities matters.  A resident in its Los
        Angeles office, he graduated cum laude from Loyola Law
        School, Los Angeles in 1998.

   * Cromwell Montgomery - practices finance law, with a focus on
        a broad variety of secured and unsecured credit
        transactions, including high yield, second lien, mezzanine
        and subordinated debt transactions.  A resident in its
        Century City office, he received his law degree from Boalt
        Hall School of Law at the University of California,
        Berkeley in 1997.  Prior to joining the firm, he served as
        a judicial law clerk to the Honorable Samuel L. Bufford of
        the U.S. Bankruptcy Court for the Central District of
        California.

   * Trey Nicoud - practices antitrust and trade regulation law.
        A resident in its San Francisco office, he received his
        J.D. with honors in 1982 from the University of Texas
        School of Law.

   * G. Charles "Chip" Nierlich - practices complex commercial
        litigation and antitrust law.  Resident in the San
        Francisco office, he graduated magna cum laude from
        Harvard Law School in 1997.  Mr. Nierlich served as a
        judicial clerk to the Honorable Morris S. Arnold on the
        U.S. Court of Appeals for the Eighth Circuit prior to
        joining the firm.

   * Sophie Resplandy-Bernard - practices corporate law, with a
        focus on mergers and acquisitions, private equity,
        offerings and international transactions.  A resident in
        its Paris office, she is a graduate of HEC business
        school, where she obtained a Masters degree in Management,
        and received her Masters in private law at the University
        of Paris X - Nanterre in 1994.

   * Michael J. Scanlon - practices corporate law, with an
        emphasis on securities regulatory and corporate governance
        matters.  A resident in its Washington, D.C. office, he
        received his law degree cum laude from Georgetown
        University Law Center in 1997.  Prior to joining the firm,
        Mr. Scanlon served as a law clerk to the Honorable Richard
        W. Goldberg of the U.S. Court of International Trade.

   * Jason C. Schwartz - practices labor and employment law.
        A resident in the Washington, D.C. office, he graduated
        magna cum laude from Georgetown University Law Center in
        1998.

   * J. Christopher Wood - practices antitrust and international
        trade regulation and compliance law.  A resident in its
        Washington, D.C. office, he graduated with high honors
        from the University of Texas School of Law in 1997 and
        served as clerk for the Honorable William C. Bryson on the
        Court of Appeals for the Federal Circuit prior to joining
        the firm.

Headquartere in Los Angeles, Ca., Gibson, Dunn & Crutcher LLP
-- http://www.gibsondunn.com/-- is a law firm with 800 lawyers  
and 13 offices, including Los Angeles, New York, Washington, D.C.,
San Francisco, Palo Alto, London, Paris, Munich, Brussels, Orange
County, Century City, Dallas, and Denver.


* BOND PRICING: For the week of November 27 -- December 1, 2006
---------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     1
Aetna Industries                     11.875%  10/01/06    11
Allegiance Tel.                      11.750%  02/15/08    44
Allegiance Tel.                      12.875%  05/15/08    44
Amer & Forgn Pwr                      5.000%  03/01/30    60
Amer Color Graph                     10.000%  06/15/10    68
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    67
Archibald Candy                      10.000%  11/01/07     0
Atlantic Coast                        6.000%  02/15/34    13
Autocam Corp.                        10.875%  06/15/14    30
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96    13
BBN Corp                              6.000%  04/01/12     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    60
Calpine Corp                          4.000%  12/26/06    48
Calpine Corp                          4.750%  11/15/23    69
Calpine Corp                          6.000%  09/30/14    55
Calpine Corp                          7.750%  06/01/15    48
Calpine Corp                          8.500%  02/15/11    67
Calpine Corp                          8.625%  08/15/10    70
Cell Therapeutic                      5.750%  06/15/08    70
Cell Therapeutic                      5.750%  06/15/08    74
Central Tractor                      10.625%  04/01/07     0
Chic East Ill RR                      5.000%  01/01/54    57
CHS Electronics                       9.875%  04/15/05     2
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     4
Columbia/HCA                          7.500%  11/15/95    74
Comcast Corp                          2.000%  10/15/29    43
Conseco Inc                           8.500%  10/15/02     0
Dal-Dflt09/05                         9.000%  05/15/16    56
Dana Corp                             5.850%  01/15/15    73
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             7.000%  03/15/28    75
Dana Corp                             9.000%  08/15/11    74
Dana Corp                            10.125%  03/15/10    72
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    30
Delco Remy Intl                      11.000%  05/01/09    33
Delta Air Lines                       2.875%  02/18/24    57
Delta Air Lines                       7.700%  12/15/05    58
Delta Air Lines                       7.900%  12/15/09    58
Delta Air Lines                       8.000%  06/03/23    59
Delta Air Lines                       8.300%  12/15/29    59
Delta Air Lines                       9.250%  03/15/22    57
Delta Air Lines                       9.250%  12/27/07    29
Delta Air Lines                       9.750%  05/15/21    57
Delta Air Lines                      10.000%  08/15/08    58
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.125%  05/15/10    58
Delta Air Lines                      10.375%  02/01/11    57
Delta Air Lines                      10.375%  12/15/22    56
Delta Mills Inc                       9.625%  09/01/07    22
Deutsche Bank NY                      8.500%  11/15/16    74
Diamond Triumph                       9.250%  04/01/08    71
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    45
Drum Financial                       12.875%  09/15/99     0
Dura Operating                        8.625%  04/15/12    25
Dura Operating                        9.000%  05/01/09     4
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Family Food                     8.750%  01/15/08    74
Epix Medical Inc                      3.000%  06/15/24    71
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Family Golf Ctrs                      5.750%  10/15/04     0
Fedders North AM                      9.875%  03/01/14    69
Federal-Mogul Co.                     7.375%  01/15/06    66
Federal-Mogul Co.                     7.500%  01/15/09    67
Federal-Mogul Co.                     8.160%  03/06/03    65
Federal-Mogul Co.                     8.250%  03/03/05    67
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Federal-Mogul Co.                     8.370%  11/15/01    65
Federal-Mogul Co.                     8.800%  04/15/07    68
Finova Group                          7.500%  11/15/09    31
Ford Motor Co                         6.500%  08/01/18    74
Ford Motor Co                         6.625%  02/15/28    72
Ford Motor Co                         7.125%  11/15/25    75
Ford Motor Co                         7.400%  11/01/46    72
Ford Motor Co                         7.700%  05/15/97    75
Ford Motor Co                         7.750%  06/15/43    74
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
GST Network Fndg                     10.500%  05/01/08     0
HNG Internorth                        9.625%  03/15/06    38
Home Prod Intl                        9.625%  05/15/08    64
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    63
Insight Health                        9.875%  11/01/11    22
Iridium LLC/CAP                      10.875%  07/15/05    29
Iridium LLC/CAP                      11.250%  07/15/05    29
Iridium LLC/CAP                      13.000%  07/15/05    31
Iridium LLC/CAP                      14.000%  07/15/05    27
Isolagen Inc.                         3.500%  11/01/24    75
IT Group Inc                         11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    30
Kaiser Aluminum                      12.750%  02/01/03     8
Kellstrom Inds                        5.750%  10/15/02     0
Kmart Funding                         9.440%  07/01/18    20
Lehman Bros Hldg                     10.000%  10/30/13    75
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    66
Lifecare Holding                      9.250%  08/15/13    61
Macsaver Financl                      7.400%  02/15/02     5
Macsaver Financl                      7.600%  08/01/07     5
Macsaver Financl                      7.875%  08/01/03     5
Merisant Co                           9.500%  07/15/13    55
MHS Holdings Co                      16.875%  09/22/04     0
Movie Gallery                        11.000%  05/01/12    71
Muzak LLC                             9.875%  03/15/09    71
New Orl Grt N RR                      5.000%  07/01/32    72
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    7.248%  01/02/12    30
Northwest Airlines                    9.152%  04/01/10     7
Northwest Airlines                    9.179%  04/01/10    27
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    65
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     9
Oscient Pharm                         3.500%  04/15/11    70
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    70
Pac-West-Tender                      13.500%  02/01/09    47
PCA LLC/PCA Fin                      11.875%  08/01/09    19
Pegasus Satellite                     9.625%  10/15/49    13
Pegasus Satellite                    12.375%  08/01/08    10
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     2
Piedmont Aviat                       10.250%  01/15/49     3
Pixelworks Inc                        1.750%  05/15/24    72
Pliant Corp                          13.000%  07/15/10    55
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    38
Primus Telecom                        8.000%  01/15/14    60
Primus Telecom                       12.750%  10/15/09    73
PSINET Inc                           11.000%  08/01/09     0
Radnor Holdings                      11.000%  03/15/10    17
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04     8
Rite Aid Corp                         6.875%  12/15/28    75
RJ Tower Corp.                       12.000%  06/01/13    20
Spinnaker Inds                       10.750%  10/15/06     0
Tom's Foods Inc                      10.500%  11/01/04     9
Tribune Co                            2.000%  05/15/29    68
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                      9.560%  10/19/18    56
United Air Lines                     10.020%  03/22/14    52
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.110%  12/31/49     3
United Air Lines                     10.850%  02/19/15    48
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.800%  01/01/49    10
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     7
Werner Holdings                      10.000%  11/15/07    10
Westpoint Steven                      7.875%  06/15/08     0
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    44
Ziff Davis Media                     12.000%  07/15/10    42

                             *********

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
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                    *** End of Transmission ***