TCR_Public/061205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 5, 2006, Vol. 10, No. 289

                             Headlines

AGERE SYSTEMS: Inks $4 Billion Merger Agreement with LSI Logic
ALDERWOODS GROUP: Corporate Buyout Cues S&P's Ratings Withdrawal
ALLIED HOLDINGS: Fights Appointment of Official Equity Committee
ALLIED HOLDINGS: Wants to Employ Resource Real as Broker
ALLIED HOLDINGS: Wants Until March 31 to Decide on Leases

AMC ENT: Posts $10.7 Million Net Loss in Period Ended September 28
AMERIPATH INC: Earns $5.7 Million Net Income in 2006 Third Quarter
AMERIQUEST MORTGAGE: Fitch Junks Rating on Class M2 Issues
ARCH COAL: Earns $50.9 Million in 2006 Third Quarter
ARI NETWORK: Earns $225,000 in Period Ended October 31

AUTO UNDERWRITERS: Malone & Bailey Raises Going Concern Doubt
AXCESS INT'L: Sept. 30 Balance Sheet Upside-Down by $3.4 Million
BIOFORCE NANOSCIENCES: Posts $623,096 Net Loss in 2006 3rd Quarter
C-BASS MORTGAGE: Moody's Rates Class B-4 Certificates at Ba1
CABLEVISION SYSTEMS: Charles & James Dolan Ink Aircraft Leases

CALPINE CORP: Judge Lifland Approves SDG&E Reinstatement Agreement
CHATTEM INC: Moody's Lowers Senior Subordinated Rating to B2
CHESAPEAKE ENERGY: Fitch Rates EUR600 Mil. Sr. Notes Offer at BB
CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on $2.8-Mil. Certs.
CITIGROUP MORTGAGE: Losses Cue S&P to Cut Rating on Class B-3 Loan

CLOROX CO: September 30 Balance Sheet Upside-Down by $55 Million
COLLINS & AIKMAN: Plans Further Workforce Reduction
COLLINS & AIKMAN: Wants Until March 14 to Decide on Becker Leases
COLTRANE CLO: Fitch Assigns BB Ratings on EUR3.7-Million Notes
CONEXANT SYS: Inks Pact Extending Credit Maturity to Nov. 28, 2007

CONSOLIDATED CONTAINER: Earns $15.8 Million in 2006 Third Quarter
COSTA BELLA: Fitch Rates $7.5 Million Class G Notes Due 2046 at BB
CREDIT SUISSE: DBRS Rates $11.5 Mil. Class B-3 Certs. at BB (high)
CREDIT SUISSE: Fitch Rates $11.5 Million Class B-3 Certs. at BB+
CSFB MORTGAGE: Moody's Completes Review and Upgrades Ratings

CWALT INC: Fitch Rates $2.04 Million Class B-3 Certificates at BB
CWALT INC: Fitch Rates $1.4 Million Class 2-B-4 Certificates at B
CYANOTECH CORP: Will Restate Previously Issued Financial Reports
DANA CORP: Selling Engine Parts Biz to German Supplier for $157MM
DELTA AIR: Inks PBGC Settlement Pact on Pilot Pension Plan

DIASYS CORP: Deloitte & Touche Raises Going Concern Doubt
DIGITAL DESCRIPTOR: Sept. 30 Balance Sheet Upside-Down by $12.6MM
DURA AUTOMOTIVE: Court OKs Kirkland & Ellis as Bankruptcy Counsel
DURA AUTOMOTIVE: Court Okays Richards Layton as Local Counsel
ENRON CORP: Judge Gonzalez Okays $300,000 Electroimpact Settlement

ENRON CORP: Wants Three Separate Settlements Approved
ENRON CORP: Energen Sells $12.5 Million Bankruptcy Claim
ENTERGY NEW ORLEANS: Plaintiffs Want Rehearing Request Denied
EQUITY ONE: Fitch Pares Rating on Class B-2 Certs. to B from BB
EXECUTE SPORTS: Posts $1 Million Net Loss in Qtr. Ended Sept. 30

EXIDE TECH: Completes $290 Mil. 10-1/2% Sr. Notes Exchange Offer
FAIRCHILD SEMICON: Court Postpones Power Integrations Trial
FIRST FRANKLIN: Fitch Pares Class M-3 Certificates Rating to BB-
FIRST HORIZON: Fitch Rates $1 Mil. Class B-5 Certificates at B
FLYI INC: QVT Financial Acquires 6,899,259 Shares of Stock

FLYI INC: Anticipates Existing Common Stock to be Cancelled
FOAMEX INT'L: Class 3 Claims Impaired Under Second Amended Plan
FOAMEX INTERNATIONAL: Must Mail Solicitation Packages by Dec. 7
GENERAL MOTORS: November U.S. Sales for New Cars & Trucks Up 6%
GMAC LLC: Fitch Upgrades Issuer Default Rating to BB+

GOLD KIST: Inks $1.1 Bil. Merger Agreement with Pilgrim's Pride
GSI GROUP: Earns $6.1 Million in 2006 Third Quarter
HANESBRANDS INC: S&P Rates Proposed $500 Million Sr. Notes at B-
HOME PRODUCTS: Debt Restructuring Cues Moody's to Junk Ratings
HOMETOWN COMMERCIAL: Fitch Puts Low-B Ratings on Six Certificates

HUDSON PRODUCTS: Moody's Rates Proposed $120MM Sr. Facility at B1
IGI INC: Posts $510,000 Net Loss for Third Quarter Ended Sept. 30
INTEGRATED ALARM: Moody's Affirms B3 Corporate Family Rating
INTERSTATE BAKERIES: Court Approves Pact Regarding ABA Plan Stay
IPIX CORP: Chapter 7 Trustee Auctions Tangible Assets and Patents

ISTAR FINANCIAL: Declares $0.77 Quarterly Cash Dividend
ITC DELTACOM: September 30 Balance Sheet Upside-Down by $74.6 Mil.
JLG INDUSTRIES: Wants to Delist from NYSE After Oshkosh Merger
LEHMAN XS: Moody's Rates Class A-4 Notes at B2
LSI LOGIC: Inks $4 Billion Merger Agreement with Agere Systems

LSI LOGIC: Earns $44 Million in Third Quarter Ended October 1
LSI LOGIC: S&P Holds Corporate Credit Rating at BB-
LOCATEPLUS HOLDINGS: Posts $622,039 Net Loss in 2006 Third Quarter
LONG BEACH: Fitch Pares Class M-4 Loans' Rating to B from BB-
MERIDIAN AUTOMOTIVE: Judge Walrath Approves $175MM Exit Facility

MERRILL LYNCH: DBRS Downgrades Ratings on Two Class Certificates
MESABA AVIATION: Can Execute Amended Union Agreements
MESABA AVIATION: Wants Until April 13 to Decide on Leases
MEZZ CAP: S&P Rates $2.4 Million Class F Certificates at BB
MICHELINA INC: Poor Performance Prompts S&P's Negative Watch

MILLS CORP: Unable to File Form 10-Q for Quarter Ended Sept. 30
MIRANT CORP: NY Subsidiaries Settles Dispute With Haverstraw Town
NATIONAL RETAIL: Fitch Holds BB+ Rating on $125 Million Securities
NBS TECHNOLOGIES: UbiQ Ex-Shareholders' Claims Are Without Merit
NELLSON NUTRACEUTICAL: Wants To Expand Pachulski Stang's Services

NEPHROS INC: Posts $1.9 Million Net Loss in Third Quarter of 2006
NORTEL NETWORKS: Sells Radio Business to Alcatel-Lucent
NORTHWEST AIRLINES: Can Implement DIP Settlement Terms
NORTHWEST AIRLINES: Court Okays $778.7 Mil. Sec. Sub. Financing
NOTIFY TECHNOLOGY: Sept. 30 Equity Deficit Narrows to $600,000

ORECK CORP: Poor Performance Prompts S&P's Negative CreditWatch
OVERSEAS SHIPHOLDING: Completes $471 Million Purchase of Maritrans
OWENS CORNING: Professional Fee Claims Bar Date Set for January 2
PILGRIM'S PRIDE: Inks $1.1 Billion Merger Agreement with Gold Kist
PITTSFIELD WEAVING: Committee Hires Sheehan Phinney as Counsel

PRESIDENT CASINOS: Court Confirms Unit's Reorganization Plan
Q COMM: Posts $1.3 Million Net Loss in Third Quarter of 2006
REFCO INC: Has Until January 12 to Solicit Plan Acceptances
REFCO INC: Various Parties Raise Issues Against Joint Plan
REVLON CONSUMER: Plans to Increase Term Loan to $840 Million

REVLON INC: To Launch $100 Million Rights Offering
RESIDENTIAL ASSET: S&P Junks Rating on Class M-I-3 Certificates
SAINT VINCENTS: Can Access Sun Life's Collateral Until March 2
SARM MORTGAGE: Fitch Assigns Low-B Ratings to $1.6 Million Certs.
SATELLITE SECURITY: Sept. 30 Balance Sheet Upside-Down by $5.9MM

SCIENT INC: Court Sets Dec. 20 Admin. Claim Distribution Hearing
SCOTTISH RE: Posts $30.5 Million Net Loss in 2006 Third Quarter
SCOTTISH RE: Fitch Puts Ratings on Rating Watch Evolving
SEARCHHELP INC: Sept. 30 Balance Sheet Upside-Down by $747,192
SEA CONTAINERS: Wants To Employ Appleby Hunter as Special Counsel

SEA CONTAINERS: NYSE ARCA to Remove Securities on December 12
SECURITIZED ASSET: DBRS Rates $9.5MM Class B-4 Certs. at BB (high)
SECURITIZED ASSET: Fitch Rates $9MM Class B-4 Certificates at BB+
SENSATA TECHNOLOGIES: Revenues Rise 11% to $298MM in 2nd Quarter
SFG LP: Chapter 7 Trustee Hires McGinnis Lochridge as Counsel

SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
STRUCTURED ASSET: Fitch Pares Rating on Class M4 Certs. to BB
STRUCTURED ASSET: Fitch Cuts Rating Class B2 Certificates to BB-
TERWIN MORTGAGE: DBRS Puts Low-B Ratings on Four Class Certs.
TIMKEN CO: Gets $92.6 Million Subsidy from U.S. Customs

TRIGEM COMPUTER: Earns KRW243-Mil. in Nine Months Ended Sept. 30
WAMU COMMERCIAL: Fitch Assigns Low-B Ratings to Six Certificates
WASHINGTON MUTUAL: Moody's Rates Class B-13 Certificates at B2
WERNER LADDER: Court Okays Expansion of PwC's Duties as Auditor
WHEELING PITTSBURGH: Esmark's Slate Elected to Board of Directors

* Large Companies with Insolvent Balance Sheets

                             *********

AGERE SYSTEMS: Inks $4 Billion Merger Agreement with LSI Logic
--------------------------------------------------------------
LSI Logic Corporation and Agere Systems Inc. have entered into a
definitive merger agreement under which the companies will be
combined in an all-stock transaction with an equity value of
approximately $4 billion.

Under the terms of the agreement, Agere shareholders will receive
2.16 shares of LSI for each share of Agere they own.  Based on the
closing stock price of LSI on Dec. 1, 2006, this represents a
value to Agere shareholders of $22.81 per share.

The combined company, to be called LSI Logic Corporation, will
offer a comprehensive set of building block solutions including
semiconductors, systems and related software for storage,
networking and consumer electronics products.  The companies had
combined revenue of $3.5 billion for the 12 months ended Sept. 30,
2006.  The companies operate in more than 20 countries, with a
combined workforce of approximately 9,100 employees, including
nearly 4,300 engineers.  The companies together own a substantial
patent portfolio consisting of more than 10,000 issued and pending
U.S. patents.

Going forward, the new LSI expects to be well positioned to
deliver significant benefits to its customers, shareholders and
employees.  By leveraging its increased scale, expanded IP
portfolio and integrated workforce, LSI anticipates being a
stronger, more competitive innovator of core technology and
building block solutions that enable businesses and consumers to
store, protect and stay connected to their information and digital
content.

"LSI and Agere share a rich heritage of innovation and thought
leadership in creating enabling technologies that bring people and
information together," LSI Logic president and chief executive
officer Abhi Talwalkar said.

"By joining forces, we expect the combined scale to enable us to
extend our franchises in our market segments, realize significant
synergies and better serve the needs of our collective customers,
shareholders and employees."

Agere Systems president and chief executive officer Richard
Clemmer said, "Together, the two companies should be well
positioned to achieve greater success.  The complementary products
and capabilities of each can enable the combined company to pursue
significant new opportunities while delivering more value to
customers. Agere shareholders, employees and customers will
benefit from the synergies and enhanced growth prospects that are
anticipated to result from a larger, more competitive
organization."

The combination of LSI and Agere is anticipated to create a
semiconductor and storage systems powerhouse with an unparalleled
innovation pipeline and a broad array of competitive, customer-
valued products and solutions in large and growing markets.  LSI's
well-established presence in the storage and consumer electronics
markets and Agere's broad footprint in storage, mobility and
networking should enable the combined company to drive sustainable
long-term growth and shareholder value through the strengthening
of its combined platforms and the expansion of its existing
customer relationships.

"As valued Seagate partners, both Agere and LSI play an important
role in providing products that help us deliver our industry-
leading hard disc drives," Seagate Technology chief executive
officer Bill Watkins said.

"We are excited by the innovative possibilities that this new
combination represents."

                       About the Transaction

Under the terms of the agreement, Agere shareholders will receive
2.16 shares of LSI common stock for each share of Agere stock they
own.  Based on the closing stock price of LSI on Dec. 1, 2006, the
total consideration to Agere shareholders would be approximately
$4 billion or $22.81 per share.

Upon closing, LSI will issue approximately 379 million shares on a
diluted basis to complete the transaction.  At that time, LSI and
Agere shareholders will own approximately 52% and 48%,
respectively, of the combined company.

The combined company also expects to realize substantial cost
savings beginning in 2007, with annual cost savings reaching at
least $125 million in 2008 from increased efficiencies in
manufacturing and operating expenses.  The transaction is expected
to be slightly dilutive in 2007 and meaningfully accretive in 2008
to LSI's earnings per share, on a non-GAAP basis.

LSI president and chief executive officer Abhi Talwalkar will
serve as president and chief executive officer of the new company,
which will be headquartered in Milpitas, California, and will
maintain a significant presence in Allentown, Pennsylvania, with
various other locations worldwide.  LSI non-executive chairman
James Keyes will continue as non-executive chairman of the board
of directors of the new company, which will be comprised of nine
members, with six being designated by LSI and three being
designated by Agere.

The transaction is subject to the approval of shareholders from
both companies as well as customary closing conditions and
regulatory approvals.  The companies expect the transaction to
close in the first calendar quarter of 2007.

Shares of the combined company will trade on the NYSE under the
symbol "LSI."

Morgan Stanley acted as financial advisor and Wilson Sonsini
Goodrich & Rosati acted as legal counsel to LSI.

Goldman, Sachs & Co. acted as financial advisor and Skadden, Arps,
Slate, Meagher & Flom acted as legal counsel to Agere.

                   LSI Stock Repurchase Program

LSI's board of directors has authorized a stock repurchase program
of up to $500 million.  The repurchases are expected to be funded
from available cash and short-term investments.

                          About LSI Logic

Milpitas, Calif.-based LSI Logic Corporation (NYSE: LSI) --
http://www.lsi.com/-- provides silicon-to-system solutions that  
are used at the core of products that create, store, and consume
digital information.  LSI offers a broad portfolio of capabilities
including custom and standard product ICs, host bus and RAID
adapters, storage area network solutions, and software
applications.  LSI products enable technology companies in the
Storage and Consumer markets to deliver some of the most advanced
and well-known electronic systems in the market today.

                       About Agere Systems

Agere Systems Inc. (NYSE: AGR) -- http://www.agere.com/--  
provides semiconductors and software solutions for storage,
mobility, and networking markets.  The company's products enable a
broad range of services and capabilities, from cell phones, PCs,
and hard disk drives to the world's most sophisticated wireless
and wireline networks.  Agere's customers include manufacturers of
consumer electronics and communications and computing equipment.  

                          *    *    *

Moody's Investors rates Agere Systems Inc.'s long-term corporate
and equity linked ratings at B1 and B3 respectively.  The ratings
were placed on Aug. 30, 2002, with a stable outlook.

Standard & Poor's rates the Company's long-term local and foreign
issuer credit ratings at BB-.  The ratings were placed on
Aug. 29, 2001, with a stable outlook.


ALDERWOODS GROUP: Corporate Buyout Cues S&P's Ratings Withdrawal
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Alderwoods Group Inc., including the 'BB-' corporate credit
rating.

Service Corp. International (BB/Negative/B-1) completed its
transaction to acquire Alderwoods on Nov. 28, 2006.

All of Alderwoods prior debt has been refinanced.


ALLIED HOLDINGS: Fights Appointment of Official Equity Committee
----------------------------------------------------------------
Allied Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to deny the
ad hoc committee of holders of approximately 25.2% of outstanding
Allied Holdings common stock's renewed request for an appointment
of an official committee of equity security holders of AHI.

The Debtors do not believe that the Ad Equity Hoc Committee will
be able to prove that they are not "hopelessly insolvent."  
Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, explains that the Debtors are still negotiating with the
International Brotherhood of Teamsters their proposal to reduce
labor costs under their collective bargaining agreements with
Teamsters-represented employees in the United States.  Pending
resolution of the labor issue, it is impossible to determine
credibly whether the Debtors are "hopelessly insolvent,"
Mr. Kelley asserts.

Nonetheless, even if the Court were to find that the Debtors are
not "hopelessly insolvent," an official equity committee should
not be appointed because the Ad Hoc Equity Committee cannot meet
their burden of proof with regard to adequacy of representation of
AHI's shareholders, Mr. Kelley asserts.

Mr. Kelley points out that there is no evidence that the Debtors'
Board of Directors, whose members collectively hold 39% of AHI's
outstanding shares, has not provided, and will not continue to
provide, adequate representation of the equity holders' interests.

The Ad Hoc Equity Committee's allegation -- shareholders are not
being adequately represented because the Debtors' "self-insurance"
claims are over-collateralized -- is a rehash of the same,
incorrect argument it attempted to put forward with its first
request for an equity committee appointment, Mr. Kelley asserts.  
He notes that the Court has held that AHI's shareholders were
being adequately represented as of the time of the entry of
February 28, 2006 order denying the first request.  "Nothing has
changed since then to alter the Court's finding," he says.

In addition, the Debtors deny the Ad Hoc Committee's claims that
they have effectively abdicated their responsibilities to manage
their reorganization to Yucaipa American Alliance (Parallel) Fund
I LP, et al., the recent purchasers of two-thirds of AHI's
outstanding 8-5/8% Senior Unsecured Notes due 2007.

Mr. Kelley clarifies that the Debtors have not abdicated their
responsibilities to Yucaipa in connection with their negotiations
with the Teamsters.  The Debtors believe that it is in their sound
business judgment to continue to allow Yucaipa the opportunity to
assist them in seeking a consensual resolution with the union.  
Despite the Debtors' willingness to permit assistance by Yucaipa,
any decisions regarding resolution of labor issues will continue
to be made independently by the Debtors in consultation with their
professionals, Mr. Kelley asserts.  In an exercise of independent
business judgment, and with a view towards fulfilling fiduciary
responsibilities owed to all constituencies, the Debtors have made
the determination that the filing of a motion under Section
1113(c) of the Bankruptcy Code to reject the Teamsters CBA would
not be appropriate at this time.

The Debtors also deny the Ad Hoc Equity Committee's accusation
that they have abdicated responsibilities to Yucaipa for the
purpose of allowing Yucaipa to effect a merger between the Debtors
and Performance Transportation Systems, Inc., another car-haul
company in Chapter 11.  Mr. Kelly avers that the Debtors are
currently pursuing a strategy of a "stand alone" plan of
reorganization that does not involve a merger with PTS.

Moreover, the Debtors contend that the allegation that they were
dictated by Yucaipa to withdraw their second motion for Section
1113(e) relief is factually inaccurate.  Mr. Kelley explains
Morgan Stanley Senior Funding, Inc.'s commitment to provide
additional financing to the Debtors did not require the Debtors
continue to prosecute the second Section 1113(e) motion.  Morgan
Stanley had emerged as the successful lender in an "auction" to
select the best deal for the additional $30,000,000 financing
contemplated under the fifth amendment to the DIP Credit
Facility.

Mr. Kelley asserts that the three factors cited in Albero v.
Johns-Manville Corp. (In re Johns-Manville Corp.), 68 B.R. 155,
158 (S.D.N.Y. 1986)), weigh against the appointment of an equity
committee:

   (i) the Debtors' bankruptcy cases are not complex -- AHI has
       only one class of stock outstanding, and AHI's debt
       structure is relatively simple;

  (ii) the number of shareholders is relatively small -- 1,434 as
       of the Petition Date, which figure has not materially
       changed postpetition; and

(iii) since there would be no benefit from an equity committee
       because shareholders are adequately represented, the costs
       of that committee would outweigh the benefits.

                Debtors Want Subpoenas Quashed

On November 6, 2006, the Ad Hoc Equity Committee issued a subpoena
and notice of deposition requesting a "30(b)(6)" deposition of AHI
on November 30.  The Ad Hoc Committee also issued a subpoena and a
"30(b)(6)" notice of deposition to Yucaipa for depositions in
California on December 4 and 5.

The Deposition Notices also sought the production of certain
documents by AHI and Yucaipa.

The Debtors thus ask the Court to:

   (1) enter an order continuing the hearing on their second
       request for the appointment of an official equity
       committee and staying all discovery as to the request
       until resolution of the discovery disputes;

   (2) issue an appropriate protective order with respect to the
       Notice; and

   (3) quash the Subpoenas.

The Debtors object to the scheduled depositions and the
production of the requested documents for several reasons:

    -- the documents and information requested constitute, and
       would require the disclosure of, the Debtors' material,
       nonpublic confidential commercial information;

    -- the deposition topics in the Rule 30(b)(6) of the Federal
       Rules of Civil Procedure notices of deposition are not
       specified with reasonable particularity; and

    -- the requested discovery is unrelated and irrelevant to the
       Ad Hoc Committee's request and is unduly burdensome and
       oppressive for AHI.

                  Ad Hoc Committee Talks Back

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York,
argues that there is no basis for the Debtors to treat the Ad Hoc
Equity Committee and Yucaipa differently with regard to the
disclosure of information.  He notes that, similar to the Ad Hoc
Equity Committee, Yucaipa is not a member of any official
committee.

According to Mr. Silverstein, the Debtors' willingness to treat
Yucaipa and the Ad Hoc Equity Committee differently raises
legitimate and serious concerns as to the influence that Yucaipa
is exercising over the Debtors and provides further support for
the necessity of an official equity committee.

The Ad Hoc Equity Committee notes that Yucaipa has an
acknowledged relationship with Performance Transportation
Systems, Inc., the Debtors' primary competitor.  The Ad Hoc
Committee believes that Yucaipa is posed to become the owner of
PTS when it emerges from bankruptcy.

Mr. Silverstein contends that the Debtors' argument that it is
premature to determine their solvency is another red herring
because, among other things, "solvency" and "ultimate valuation"
are not the relevant tests for the creation of an official equity
committee.

Furthermore, Mr. Silverstein relates, in a final effort to
resolve the discovery dispute consensually, the Ad Hoc Equity
Committee had proposed to further limit the requested discovery
to the Debtors and Yucaipa.  It also reiterated its prior
agreement to enter into a confidentiality agreement to protect
any non-public or other confidential information that is being
produced.

The Ad Hoc Equity Committee's willingness to limit its requested
discovery strikes a fair balance between any purported concerns
by the Debtors or Yucaipa and the Ad Hoc Committee's legitimate
right to obtain information in anticipation of the hearing on its
request, Mr. Silverstein says.

Hence, the Ad Hoc Equity Committee asks the Court to:

   (i) deny the Debtors' request to quash and for protection;

  (ii) overrule the Debtors' and Yucaipa's objections to the    
       Subpoenas; and

(iii) compel the Debtors and Yucaipa to produce documents and
       make 30(b)(6) witnesses available for deposition in
       accordance with the proposed discovery.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ALLIED HOLDINGS: Wants to Employ Resource Real as Broker
--------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
Georgia to employ Resource Real Estate Partners, LLC, as the
exclusive broker for 43.75 acres of real property owned by Allied
Systems, Ltd. (L.P.) in accordance with a brokerage agreement
between Allied Holdings, Inc., and Resource Real Estate.

The Agreement, executed on Nov. 13, 2006, and effective through
March 1, 2007, grants Resource Real Estate exclusive authority to
market and solicit bids for the property commonly known as 25
Southside Industrial Parkway in the city of Hapeville, Georgia.  
Resource Real Estate will be paid a commission equal to 6% of the
Property's sale price.

A full-text copy of the Agreement is available for free at:
http://researcharchives.com/t/s?164b

Resource Real Estate has not received a retainer or any payments
from the Debtors during the 90 days immediately preceding the
Petition Date.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the Court that Resource Real Estate is uniquely
qualified to represent the Debtors because its professionals have
extensive experience in various aspects of real estate, including
land sales, investment sales, equity placement, and leasing.  
Resource Real Estate realized around $500,000,000 in land sales
in the Atlanta Metropolitan Market since 1996, Ms. Aczel adds.

Scott McGregor, an associate broker at Resource Real Estate,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
as modified by Section 1107(b).  Resource Real Estate does not
hold or represent any interest adverse to the Debtors or their
estates with respect to the matters it is being engaged,
Mr. McGregor says.

Headquartered in Decatur, Georgia, Allied Holdings Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ALLIED HOLDINGS: Wants Until March 31 to Decide on Leases
---------------------------------------------------------
Allied Holdings Inc. and its debtor-affiliates ask for an
additional 98-day extension of their deadline to assume, assume
and assign or reject all non-residential real property leases
through and including March 31, 2007.

Thomas R. Walker, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that the Debtors continue to be lessees to 51
non-residential real property leases.

Mr. Walker tells the Hon. Coleman Ray Mullins of the U.S.
Bankruptcy Court for the Northern District of Georgia that cause
exists for the Court to grant the extension citing:

   (1) the Debtors have paid and will continue to pay all
       postpetition lease obligations under the Leases;

   (2) given the large number of Leases, the Debtors need
       additional time to determine whether the Leases should be
       assumed or rejected;

   (3) no harm to the landlords to the Leases will result from an
       extension of time because all lease obligations will
       continue to be paid;

   (4) the Debtors have been diligent in their efforts to reject
       and assume non-residential real property leases which, in
       their business judgment, needed to be rejected or assumed;
       and

   (5) the Debtors intend to file a plan of reorganization soon,
       which plan will address the ultimate treatment of the
       Leases.

A list of the 51 Leases is available for free at
http://researcharchives.com/t/s?164a

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMC ENT: Posts $10.7 Million Net Loss in Period Ended September 28
------------------------------------------------------------------
AMC Entertainment Inc. reported a $10.711 million net loss on
$631.55 million of revenues for the thirteen weeks ended Sept. 28,
2006, compared with a $10.717 million net loss on $398.94 million
of revenues for the same period in 2005.

At Sept. 28, 2006, the company's consolidated balance sheet showed
$4.28 billion in total assets, $3.06 billion in total liabilities,
and $1.22 billion in total stockholders' equity.

At Sept. 28, 2006, the company's consolidated balance sheet also
showed $401.18 million in total current assets available to pay
$381.75 million in total current liabilities.

While revenues increased 58.3%, or $232.62 million, during in the
thirteen weeks ended Sept. 28, 2006 compared to the same period in
2005, total costs and expenses also increased by $207.03 million
during the thirteen weeks ended Sept. 28, 2006 compared to the
thirteen weeks ended Sept. 29, 2005. Other expense also increased
by $22.05 million, primarily due to the increase in interest
expense of $25.36 million, or 97.2%, primarily due to increased
borrowings.

Full-text copies of the company's consolidated financial
statements for the thirteen weeks ended Sept. 28, 2006, are
available for free at: http://researcharchives.com/t/s?161e

Headquartered in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is one of the world's leading  
theatrical exhibition companies with interests in approximately
411 theatres with 5,635 screens. About 82 percent of the company's
theatres are located in the U.S. and Canada, and 18 percent in
Mexico, Argentina, Brazil, Chile, Uruguay, China (Hong Kong),
France, Spain and the United Kingdom.

                           *     *     *

AMC Entertainment Inc.'s Senior Secured Revolving Credit Facility
carries Moody's Investors Service's Ba1 Probability-of-Default
rating.


AMERIPATH INC: Earns $5.7 Million Net Income in 2006 Third Quarter
------------------------------------------------------------------
Ameripath Inc. reported a $5.7 million net income for the third
quarter of 2006, compared with a $2.9 million net income for the
comparable period in 2005.

Net revenues for the third quarter of 2006 increased to
$191.7 million from $143.6 million in the third quarter of 2005.  
Net revenues and results of operations include the results of
Specialty Laboratories, Inc., a hospital-focused clinical
reference laboratory specializing in esoteric testing, from the
effective date of the acquisition by Ameripath, which was Jan. 31,
2006.  Net revenues from Specialty for the third quarter of 2006
were $40.6 million.  Same store revenues for the third quarter of
2006 increased 5.5%, or $7.8 million, when compared to the third
quarter of 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$1.4 billion in total assets, $819.4 million in total liabilities,
and $579 million in total stockholders' equity.

A full-text copy of the company's Form 10-Q filing for the quarter
ended Sept. 30, 2006, is available for free at:

               http://ResearchArchives.com/t/s?1654

                          About Ameripath

Ameripath is a leading national provides physician-based
pathology, dermatopathology and molecular diagnostic services to
physicians, hospitals, clinical laboratories and surgery centers.  
A team of subspecialized pathologists and Ph.D. scientists provide
medical expertise, diagnostic quality, and personal consultation
services.  AmeriPath's team of more than 400 highly trained,
board-certified pathologists provide medical diagnostics services
in outpatient laboratories owned, operated and managed by
Ameripath, as well as in hospitals and ambulatory surgical
centers.

Specialty Laboratories supports local pathology and community-
based medicine by partnering with pathologists and hospitals to
improve patient care and reduce episodes-of-care costs. Specialty
offers hospitals an extensive menu of highly advanced clinical
tests used by physicians to diagnose, monitor and treat disease
and a single-source solution for esoteric testing needs.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Moody's Investors Service affirmed its B2 Corporate Family Rating
for Ameripath Inc.


AMERIQUEST MORTGAGE: Fitch Junks Rating on Class M2 Issues
----------------------------------------------------------
Fitch has taken rating actions on Ameriquest Mortgage Securities
Inc.'s home equity issues:

   * AMSI, series 2002-C

      -- Class A affirmed at 'AAA';
      -- Class M1 affirmed at 'BBB';
      -- Class M2 downgraded to 'CC/DR4' from 'B'.

   * AMSI, series 2003-6

      -- Class A affirmed at 'AAA';

      -- Class M1 affirmed at 'AA+';

      -- Class M2 affirmed at 'AA-';

      -- Class M3 affirmed at 'A+';

      -- Class M4 affirmed at 'A';

      -- Class M5 rated 'BBB' is placed on Rating Watch Negative;
         and,

      -- Class M6 rated 'BBB-' is placed on Rating Watch
         Negative.

The affirmations, affecting approximately $314,938,093 of the
outstanding balances, are taken due to a satisfactory relationship
of credit enhancement to expected losses.

In AMSI series 2002-C, class M2 is downgraded due to monthly
losses which have generally exceeded excess spread and caused
deterioration in the overcollateralization amount.  As of the
November 2006 distribution, the OC amount of $2,122,961.06 is
below the target amount of $6,500,000.

As of the cut-off date, the collateral for series 2002-C had a
weighted average original loan-to-value of 78.10%, and consists
primarily of loans for the purpose of refinance.  The balance of
collateral in states which have averaged annual home price
appreciation below the national average has increased from 36% of
current balance at origination to 62% of current balance in
November.

In AMSI series 2003-6, classes M5 and M6 are placed on Rating
Watch Negative due to monthly losses exceeding the available
excess spread in recent months, which has caused deterioration in
the overcollateralization amount.  As of the November 2006
distribution, the OC amount of $6,978,833 is below the target
amount of $8,902,438.

As of the cut-off date, the collateral for series 2003-6 had a
weighted average original loan-to-value of 79.32%, and all of the
loans from the trust were for the purpose of refinance.  The
balance of collateral in states which have averaged annual home
price appreciation below the national average has increased from
35% of current balance at origination to 57% of current balance in
November.

The underlying collateral consists of fully amortizing 15 to
30 year fixed and adjustable rate mortgages secured by first liens
extended to subprime borrowers.  As of the November distribution
date, the transactions listed above are seasoned from 48 (2002-C)
to 42 (2003-6) months.  The pool factors range approximately from
9% (2002-C) to 17% (2003-6).

The Ameriquest Securities loans, the retail sector for the
Ameriquest Mortgage Securities Inc., were either originated or
acquired by Ameriquest Mortgage Company.  Ameriquest Mortgage
Company serves as the servicer for the loans and is rated 'RPS2+'
by Fitch.

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


ARCH COAL: Earns $50.9 Million in 2006 Third Quarter
----------------------------------------------------
Arch Coal Inc. reported third quarter 2006 consolidated net income
of $50.9 million compared with $18.9 million in the prior-year
period.  Arch more than doubled its income from operations during
the third quarter of 2006, reaching $82.2 million compared with
$34.2 million in the prior-year period.  Adjusted EBITDA increased
nearly 50% over the year-ago period, to $135.8 million from $92.0
million, while revenues declined on a year-over-year basis due to
the disposition of select Central Appalachian operations at the
end of 2005.

"Despite the recent weakening in market conditions, Arch Coal
achieved a solid operating performance in the third quarter of
2006 compared with the third quarter of 2005, with substantial
improvement in EPS, operating income and EBITDA," said Steven F.
Leer, Arch's chairman and chief executive officer.  "At the same
time, we made a strategic investment in a growing Illinois basin
coal producer to expand Arch's footprint in that increasingly
attractive region and acquired an interest in DKRW Advanced Fuels,
LLC, to participate in the emerging coal-to-liquids industry.  
Additionally, we announced and commenced a share repurchase
program of Arch's common stock to enhance value for our
shareholders."

"By effectively managing our controllable costs, Arch has
succeeded in expanding its operating margins and earnings on a
year-over-year basis," said John W. Eaves, Arch's president and
chief operating officer.  "However, as expected, Arch's operations
during the third quarter of 2006 were affected by three scheduled
longwall moves, as well as continuing rail challenges and
generally weaker pricing conditions in the marketplace."

Arch continues to take a patient approach to its marketing
efforts, layering in near-term sales while maintaining a
significant unpriced position in future periods.  Despite weaker
pricing conditions, current spot prices for the coal basins in
which Arch operates are above the company's year-ago price
realization levels.  "Arch expects that a return to normal demand
growth for coal and continuing supply pressures in Appalachia will
exert upward pressure on coal pricing in the future," said
Mr. Leer.

During the third quarter, Arch signed commitments for 4.7 million
tons of Powder River Basin coal for delivery principally in 2007
at prices averaging more than 25% above the company's average
price realization in this region for quarter just ended.  
Additionally, the company signed commitments for 4.9 million tons
of Central Appalachian coal for delivery over the next two years
at an average realized price that is nearly 10% above this
region's average realized price for the third quarter of 2006.  In
the Western Bituminous region, Arch signed commitments for
approximately 1.6 million tons of coal for delivery through 2010
at an average price that is more than 50% above this region's
average price realization in the just-ended quarter.

Other sales contracting activity during the third quarter
consisted of short-term deals associated with remaining
uncommitted 2006 production volumes.  Based on current expected
production over the next two years, Arch has unpriced volumes of
35 to 45 million tons in 2007 and 80 to 90 million tons in 2008.

"Despite weaker near-term market conditions, Arch continues to
concentrate on achieving margin expansion through the roll-off of
lower-priced sales contracts and further progress in optimizing
operational execution," said Mr. Leer. "Arch is sharply focused on
managing the principal business drivers that should translate into
significant value for its shareholders.  As such, Arch is
committed to making the right business decisions in the near-term
in response to current market conditions in order to retain upside
potential for the long-term."

With the recent weakness in U.S. coal markets, Arch is now
targeting lower fourth quarter 2006 and full year 2007 production
levels.  "While the long-term outlook for U.S. coal markets
remains extremely bright, near-term factors have served to dampen
market demand and depress pricing," said Mr. Leer.  "Our goal is
always to match our ongoing production levels with market demand,
while leaving the remainder of our valuable, low-cost reserves in
place for future development.  As a result, we have reduced our
targeted production for the fourth quarter of 2006 by 3 million
tons and for full year 2007 by approximately 10 million tons.  
Arch is now targeting production of approximately 140 million tons
in 2007."

Arch has invested a significant amount of time and energy in
recent years in an effort to increase the flexibility of its
mining operations, according to Mr. Leer.  "Despite the fact that
coal mines have relatively high fixed costs, we believe we can
operate our mines productively and profitably at reduced
production levels," said Mr. Leer.

"We strongly believe in the long-term fundamentals of U.S. coal
markets," continued Mr. Leer. "Coal's economic advantage over
other fuels in electric generation markets has led to a
significant level of new coal-fueled capacity announcements, which
is expected to translate into meaningful incremental coal demand
beginning by 2008.  This development represents a sea change for
the industry.  Additionally, public interest in domestic energy
independence and the price of oil is swinging momentum in favor of
real investment in Btu-conversion technologies.  Arch expects to
benefit from these new demand drivers given its size, diverse
asset portfolio, skilled workforce, and low-cost operations."

St. Louis-based Arch Coal, Inc. (NYSE: ACI) is the second largest
coal producer in the United States, with subsidiary operations in
West Virginia, Kentucky, Virginia, Wyoming, Colorado and Utah.  
Through these operations, Arch provides the fuel for approximately
7% of the electricity generated in the United States.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for Arch Coal Inc. and its B1 rating on the Company's
subsidiary, Arch Western LLC's $950 million issue of 6.75%
guaranteed senior unsecured notes due 2013.


ARI NETWORK: Earns $225,000 in Period Ended October 31
------------------------------------------------------
ARI Network Services Inc.'s balance sheet at Oct. 31, 2006,
showed total assets of $8.655 million and total liabilities of
$8.671 million, resulting in a total shareholders' deficit of
$16,000.  The Company's total shareholders' deficit at July 31,
2006, stood at $312,000.

For the 2007 first fiscal quarter ended Oct. 31, 2006, the company
reported revenues of $3.5 million, compared with $3.4 million for
the first quarter of fiscal 2006.

Operating income was $229,000 for the first quarter of fiscal
2007, compared with operating income of $524,000 for the same
period in the prior year.

Net income was $225,000 for the first quarter of fiscal 2007,
compared with $498,000 for the first quarter of fiscal 2006.

ARI Network Services Inc. (OTCBB: ARIS) builds and supports a full
suite of multi-media electronic catalog publishing and viewing
software for the Web or CD and provides expert catalog publishing
and consulting services to 71 equipment manufacturers in the U.S.
and Europe and approximately 29,000 dealers and distributors in 89
countries in a dozen segments of the equipment market including
outdoor power, power sports, ag equipment, recreation vehicle,
floor maintenance, auto, and truck parts aftermarket, marine, and
construction.


AUTO UNDERWRITERS: Malone & Bailey Raises Going Concern Doubt
-------------------------------------------------------------
Malone & Bailey PC expressed substantial doubt about Auto
Underwriters of America Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended June 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and
significant working capital deficiency.

The company reported a $6,574,353 net loss for the year ended
June 30, 2006, compared with a $1,528,355 net loss in the prior
year.

Total revenues decreased $1,230 for the year ended June 30, 2006,
compared with the corresponding prior year principally as a result
of the significant slow-down in vehicle sales during the period.  
A couple of factors combined to produce a decidedly negative
effect on sales for the period.  These factors consisted of:

     a) the impact of rising energy prices which placed a strain
        on the customers' ability to meet all of their financial
        obligations and created a difficult environment for
        vehicle sales, and

     b) hurricane Rita, which created significant disruptions to
        the company customers' lives, as many people were
        negatively affected.

At June 30, 2006, the company's balance sheet showed $9,229,672 in
total assets and $14,125,174 in total liabilities, resulting in a
$4,895,502 stockholders' deficit.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?163c

Based in San Jose, Calif., Auto Underwriters of America Inc. --
http://www.autounderwriter.com/-- purchases and services non-
prime installment sales contracts originated by automobile dealers
in the sale of new and used automobiles, and light trucks in the
United States.


AXCESS INT'L: Sept. 30 Balance Sheet Upside-Down by $3.4 Million
----------------------------------------------------------------
Axcess International Inc. filed its third quarter financial
statements for the three months ended Sept. 30, 2006, with the
Securities and Exchange Commission.

The company reported an $873,608 net loss on $369,621 of sales for
the three months ended Sept. 30, 2006, compared with
a $785,720 net loss on $204,711 of sales in the comparable
period of 2005.

At Sept. 30, 2006, the company's balance sheet showed $1,258,707
in total assets and $4,685,878 in total liabilities, resulting in
$3,427,171 stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $1,023,732in total current assets available to
pay $1,320,378 in total current liabilities coming due within
the next 12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1636

                        Going Concern Doubt

Hein & Associates LLP expressed substantial doubt about Axcess
International's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditing firm pointed to the
company's recurring losses from operations and resulting continued
dependence upon access to additional external financing.

                    About AXCESS International

Headquartered in Dallas, Texas, AXCESS International Inc. --
http://www.axcessinc.com-- through its proprietary technology, is  
a manufacturer of advanced physical security and enterprise asset
management systems that can automatically locate, identify, track,
monitor, count, and protect people, property and vehicles.  The
purpose of the systems is: to reduce loss and liability; to
increase the efficiency of a client's employees; and to improve
the management of personal property, logistics, and facilities.
Axcess utilizes two patented and integrated technologies: battery-
powered wireless tagging called Active-Radio Frequency
Identification and network based streaming digital video.


BIOFORCE NANOSCIENCES: Posts $623,096 Net Loss in 2006 3rd Quarter
------------------------------------------------------------------
BioForce Nanosciences Inc. incurred a net loss of $623,096 for the
three months ended Sept. 30, 2006, compared with a $452,963 net
loss for the three months ended Sept. 30, 2005.

Included in general and administrative expense in 2006 is $58,880
for the value of options granted to the company's employees.
Excluding this non-cash expense, loss for 2006 would have been
$564,216.

During the three months ended Sept. 30, 2006, revenue decreased
10% from the same period of 2005.  Revenue for 2006 was $31,430,
which is a $3,426 decrease from fiscal 2005 sales of $34,856.  The
company recorded a decrease in consulting revenue of $14,255 and
AFM Solutions of $18,675, which was offset by an increase in sales
of TipCleaner of $29,988.  TipCleaner is a device for cleaning
Atomic Force Microscopy probes.

At Sept. 30, 2006, the company's balance sheet showed $5,389,540
in total assets, $620,955 in total liabilities and stockholders'
equity of $4,768,585.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1643

                        Going Concern Doubt

Moore & Associates, Chartered, expressed substantial doubt about
BioForce Nanosciences' ability to continue as a going concern
after auditing the Company's financials statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses and lack of operations.

                    About BioForce Nanosciences

BioForce Nanosciences Inc. -- http://www.bioforcenano.com/-- is  
a nanotechnology tools and applications company, providing
products that support the growth of the nanotechnology industry.
BioForce is a wholly owned subsidiary of BioForce Nanosciences
Holdings, Inc.


C-BASS MORTGAGE: Moody's Rates Class B-4 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2006-RP2, and ratings ranging from Aa2 to Ba1
to the subordinate certificates in the deal.

The securitization is backed by Ameriquest Mortgage Company, The
Provident Bank and various other originators who originated less
than 10% of the mortgage loans, adjustable-rate and fixed-rate
subprime loans. The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
excess spread, overcollateralization, and an interest rate swap
agreement.  Moody's expects collateral losses to range from 7.8%
to 8.3%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton its top servicer quality rating of SQ1 as a
primary servicer of subprime loans.

These are the rating actions:

   * Issuer: C-BASS Mortgage Loan Asset-Backed Certificates,
     Series 2006-RP2

                     Cl. A-1, Assigned Aaa
                     Cl. A-2, Assigned Aaa
                     Cl. A-3, Assigned Aaa
                     Cl. A-4, Assigned Aaa
                     Cl. M-1, Assigned Aa2
                     Cl. M-2, Assigned A2
                     Cl. M-3, Assigned A3
                     Cl. B-1, Assigned Baa1
                     Cl. B-2, Assigned Baa2
                     Cl. B-3, Assigned Baa3
                     Cl. B-4, Assigned Ba1


CABLEVISION SYSTEMS: Charles & James Dolan Ink Aircraft Leases
--------------------------------------------------------------
Cablevision Systems Corporation's chairman, Charles F. Dolan, and
chief executive officer, James L. Dolan, entered into aircraft
time-sharing agreements with the company's subsidiary that holds
interests in the company's aircraft.

Pursuant to the agreements the senior executives may lease an
aircraft from the company for personal use, for which the
executives will pay for the actual expenses of each specific
flight to the maximum extent permitted under Federal Aviation
Administration rules.

Full text-copies of the Aircraft time-sharing agreements may be
viewed at no charge at:

   -- Time Sharing Agreement between CSC Transport IV, Inc. and
      Charles F. Dolan: http://ResearchArchives.com/t/s?1620

   -- Time Sharing Agreement between CSC Transport V, Inc. and
      Charles F. Dolan: http://ResearchArchives.com/t/s?1621

   -- Time Sharing Agreement between CSC Transport IV, Inc. and
      James L. Dolan: http://ResearchArchives.com/t/s?1622

   -- Time Sharing Agreement between CSC Transport V, Inc. and
      James L. Dolan: http://ResearchArchives.com/t/s?1623

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is a domestic cable multiple system operator serving
more than 3 million subscribers in and around the metropolitan New
York area.  Its wholly owned subsidiary, Rainbow National Services
LLC, headquartered in Jericho, New York, supplies television
programming to cable television and direct broadcast service
providers throughout the United States.

                           *     *     *

As reported in the Troubled Company Reporter on Oct 11, 2006
Moody's Investors Service placed all ratings for Cablevision
Systems Corporation, CSC Holdings, Inc., a wholly owned subsidiary
of CVC, and Rainbow National Services LLC on review for downgrade
following the Dolan family's announcement of a proposal to acquire
Cablevision.  The ratings on Cablevision Systems Corporation that
are under review are: Corporate Family Rating, Placed on Review
for Possible Downgrade, currently at B1; Probability of Default
Rating, Placed on Review for Possible Downgrade, currently at B1;
and Senior Unsecured Regular Bond/Debenture, Placed on Review for
Possible Downgrade, currently at B3, LGD6, 93%.


CALPINE CORP: Judge Lifland Approves SDG&E Reinstatement Agreement
------------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York approves the Reinstatement Agreement
between Otay Mesa Energy Center, LLC, and San Diego Gas & Electric
Company, and the Contribution and Transfer Agreement between the
Debtors and OMEC.

Judge Lifland also authorizes Calpine Power Company to pledge its
membership interest in OMEC to a third party project financing
party without further Court order, in connection with OMEC's
incurrence of debt financing sufficient for the acquisition,
construction, ownership, operation, maintenance or leasing of the
Facility.

The Court further authorizes Calpine Corporation to:

   (i) record the Equity Investments as equity interests in CPC
       and, thus, ultimately as investments in OMEC on account of
       capital contributions; and

  (ii) make the Intercompany Payments, aggregating $28,400,000.

                    The Reinstatement Agreement

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Mr. Spiegel states that under the Reinstatement Agreement, the
parties will undertake a series of transactions that will
culminate with the execution of the Amended PPA by SDG&E and
OMEC.  Some of the key transactions contemplated under the
Reinstatement Agreement are:

   (a) the transfer of all Facility Assets comprising the Otay
       Mesa Project from the Debtors to SDG&E, free and clear of
       all Liens other than certain Permitted Liens;

   (b) the assignment of all of Calpine Corp.'s  rights as lessee
       under a Ground Lease and Easement Agreement, dated July 8,
       2003, as amended, to SDG&E;

   (c) Calpine Corp's entry into a Ground Sublease and Easement
       Agreement with OMEC, and the subsequent assignment of all
       of Calpine Corp.'s rights as sublessor under the Sublease
       to SDG&E.  The Sublease will contain:

          * a Put Option in favor of OMEC to require SDG&E to
            purchase the Otay Mesa Project on the 10th
            anniversary of the Commercial Operation Date or upon
            the termination of the Amended PPA as a result of a
            default by SDG&E; and

          * a Call Option in favor of SDG&E to require OMEC to
            sell the Otay Mesa Project to SDG&E on the 10th
            anniversary of the Commercial Operation Date or upon
            the termination of the Amended PPA as a result of a
            default by OMEC.

   (d) the posting of a $25,000,000 Letter of Credit by the
       Debtors in support of the Amended PPA in favor of SDG&E;

   (e) CPC's pledge of its membership interest in OMEC to third
       party project financing parties without further Court
       order, in connection with OMEC's incurrence of Project
       Financing sufficient for the acquisition, construction,
       ownership, operation, maintenance or leasing of the
       Project; and

   (f) the amendment and restatement of the Interconnection
       Agreements between the Debtors and SDG&E, and their
       subsequent assignment to OMEC at closing.

                  About Calpine Corporation

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


CHATTEM INC: Moody's Lowers Senior Subordinated Rating to B2
------------------------------------------------------------
Moody's Investors Service confirmed the Ba3 corporate family
rating of Chattem Inc. and lowered the senior subordinated rating
to B2 from B1.

The confirmation of the corporate family rating reflects:

   -- the company's diversified product portfolio, with strong
      market positions in defensible niche product categories;

   -- the incremental benefits of the pending acquisition to the
      U.S. rights of five leading consumer and over-the-counter
      brands from Johnson & Johnson and the consumer healthcare
      business of Pfizer; and,

   -- Moody's expectation that the company will maintain its
      balanced approach to financial policy including a priority
      of near-term debt reduction.

While Moody's recognizes Chattem's track record in successfully
integrating acquisitions into its existing product portfolio, the
rating agency is mindful of the potential for integration-related
issues given the nearly 40% increase in the company's revenue
while at the same time total debt increases by over 2.5x.  

The downgrade of the senior subordinated notes reflects the
significant change in the company's capital structure including
issuance of additional senior debt ahead of the subordinated notes
after the recent issuance of $125 million in convertible debt as
well as the pending closing of a $300 million term loan B
facility.

The outlook is stable.

These actions conclude a review for possible downgrade initiated
on Oct. 6, 2006.

"Chattem's Ba3 corporate family rating and stable outlook reflects
Moody's view that despite its relative small size for a consumer
products company, the company's portfolio of niche brands will
continue to generate strong profitability and cash flow," says
Moody's Vice President Janice Hofferber.

At the same time, Moody's is mindful that the significant leverage
incurred as a result of the pending acquisition is a significant
offset to these credit strengths.

Accordingly, should anticipated profit targets for the acquired or
existing brands not be achieved or should the company engage in
additional debt-financed acquisitions or share repurchases before
credit metrics are restored to more comfortable levels, the
ratings or outlook may be negatively impacted.  An upgrade is
unlikely in the near-term.  For an upgrade, Moody's would need to
conclude that risks stemming from the integration of the acquired
brands had been reduced, financial metrics had been restored such
that Debt to EBITDA was sustained below 3x and Free Cash Flow to
Debt was above 20%.

Ratings confirmed:

   -- Corporate family rating of Ba3, and
   -- Probability of default rating of Ba3.

Ratings downgraded:

   -- $108 million senior subordinated notes, to B2, LGD6, 91%
      from B1, LGD5, 76%.

Chattem Inc. markets and manufactures a broad portfolio of branded
OTC healthcare products, toiletries and dietary supplements.  
Total revenues for the last twelve months ended Aug. 2006 were
approximately $299 million.


CHESAPEAKE ENERGY: Fitch Rates EUR600 Mil. Sr. Notes Offer at BB
----------------------------------------------------------------
Fitch assigned a rating of 'BB' to Chesapeake Energy Corporation's
offering of EUR600 million of senior notes due 2017 priced at
6.25%.  The notes will rank pari passu in right of payment with
the company's existing and future senior notes. Proceeds from the
offering will be used to repay outstanding borrowings on the
company's revolving credit facility which stood at approximately
$1.952 billion as of Nov. 30, 2006.

Fitch rates Chesapeake's debt with a Stable Outlook:

   -- Issuer Default Rating at 'BB';

   -- Senior unsecured debt at 'BB';
   
   -- Senior secured revolving credit facility and hedge facility
      at 'BBB-';

   -- Convertible preferred stock at 'B+'.

Chesapeake continues to be an aggressive acquirer and consolidator
of U.S. natural gas assets having completed
$3.1 billion in acquisitions in 2006.  To finance its aggressive
acquisition strategy, the company has historically used a balanced
mix of roughly 50% debt and 50% equity.

Implicit in the current ratings for Chesapeake is the assumption
that the company will continue this trend going forward.
Chesapeake's ratings continue to be supported by the size and 'low
risk' profile of its oil and gas reserves, its robust organic
reserve replacement and growth at economic costs and its hedging
strategy which has given a good line of sight to the expected cash
flows over the next several quarters.

Fitch continues to have concerns regarding the rising cost of
acquisitions and Chesapeake's leverage versus its peer group.
While Fitch views the balanced acquisition financing positively.
The company's debt-to-proven reserve metrics are among the highest
in the industry after allocating a percentage of the company's
debt to the company's drilling rigs and a percentage of the
company's preferred stock as debt.  

Future acquisitions remain almost a certainty and, given the
prices for proven reserves and the mix of debt and equity, they
will be leveraging as debt to reserve metrics will rise.

Chesapeake is an Oklahoma City-based company focused on the
exploration, production and development of natural gas.  The
company's proved reserves remain predominantly natural gas and are
based 100% in North America.  Chesapeake's operations are
concentrated primarily in the Mid-Continent, South Texas, the
Permian Basin, and the Appalachia Basin.  The company's reserve
growth in recent years reflects the company's aggressive
acquisition strategy and consistent success through the drill-bit.


CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on $2.8-Mil. Certs.
----------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc., mortgage pass-
through certificates, series 2006-AR9:

   -- $214,785,100 classes 2-R, 2-A, 2-AIO, and 2-BIO senior
      notes 'AAA';

   -- $5,000,000 class 2-B1, 'AA';

   -- $2,500,000 class 2-B2, 'A';

   -- $1,591,000 class 2-B3, 'BBB';

   -- $2,273,000 non-offered class 2-B4, 'BB';

   -- $568,000 non-offered class 2-B5, 'B'; and

   -- $568,607 non-offered class 2-B6 'NR'.

The 'AAA' ratings on the senior notes reflect the 5.5%
subordination provided by the 2.2% class 2-B1, the 1.1% class 2-
B2, the 0.7% class 2-B3, the 1% non-offered class 2-B4, the 0.25%
non-offered class 2-B5, the 0.25% non-offered class 2-B6 (not
rated by Fitch).

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  Also, the ratings reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, primary servicing capabilities of
Wells Fargo Bank and the master servicing capabilities of
CitiMortgage, Inc.

The mortgage loans have a final aggregate principal balance of
approximately $227,285,706.61 as of the cut-off date, an average
balance of $494,099.36, a weighted average remaining term to
maturity of 357 months, a weighted average original loan-to-value
ratio of 69.33% and a weighted average coupon of 6.815%.  The
weighted average FICO credit score of the loans is 736.  Owner
occupied properties and second homes comprise 51.12% and 13.28% of
the loans, respectively.  

The states that represent the largest geographic concentration are
California, Florida and New York.

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.


CITIGROUP MORTGAGE: Losses Cue S&P to Cut Rating on Class B-3 Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-3
from Citigroup Mortgage Loan Trust's series 2003-CB5 to 'BB-' from
'BBB-' and placed it on CreditWatch with negative implications.

At the same time, the 'BBB+' rating on class M-7 from Citigroup
Mortgage Loan Trust Inc.'s series 2003-HE4 was also placed on
CreditWatch with negative implications.  Concurrently, the ratings
on the remaining classes from both series were affirmed.

The downgrade and CreditWatch negative placement on the class B-3
rating reflect realized losses that have exceeded monthly excess
interest cash flow, causing overcollateralization to drop below
its initial 0.75% o/c target amount.

As of Nov. 25, 2006, approximately $2 million of the collateral
pool for series 2003-CB5 was in foreclosure and $6 million was 90-
plus days delinquent, compared with o/c of $2.2 million,
representing 0.63% of the original pool balance.

The CreditWatch negative placement on the class M-7 rating
reflects the large balances of mortgage loans that are severely
delinquent compared with the remaining credit support provided by
o/c and excess spread.  

As of Nov. 25, 2006, approximately $10.86 million of the
collateral pool was REO, $10 million was in foreclosure, and $10.5
million was 90-plus days delinquent.  The o/c is currently $7.5
million, monthly excess spread for the next 12 months is expected
to average approximately $5 million.

Standard & Poor's will continue to closely monitor the performance
of these transactions.  In both cases, if the severely delinquent
mortgage loans result in significant realized losses, further
negative rating action can be expected.  

Conversely, if the severely delinquent mortgage loans become
current or do not result in large realized losses,
Standard & Poor's will affirm the ratings and remove them from
CreditWatch.
    
The affirmations are based on credit support percentages that are
adequate to maintain the current ratings on the certificates.

As of the Nov. 2006 distribution date, cumulative losses were
approximately $3.9 million for series 2003-CB5 and $14.5 million
for series 2003-HE4.  Total delinquencies were approximately
27% and 44% for series 2003-CB5 and 2003-HE4, respectively.  Both
series benefit from credit support provided by excess spread,
overcollateralization, and subordination.

The underlying collateral for these transactions consists mainly
of conventional, adjustable- and fixed-rate, fully amortizing,
first- and second-lien subprime residential mortgage loans with
original terms to maturity of no more than 30 years.
    
          Rating Lowered and Placed on Creditwatch Negative
    
                  Citigroup Mortgage Loan Trust
                  
                                          Rating
                                          ------
         Series       Class         To               From
         ------       -----         --               ----    
         2003-CB5     B-3           BB-/Watch Neg    BBB-
    
       Rating Placed On Creditwatch With Negative Implications
    
               Citigroup Mortgage Loan Trust Inc.
               
                                           Rating
                                           ------
         Series       Class         To               From
         ------       -----         --               ----
         2003-HE4     M-7           BBB+/Watch Neg   BBB+
     
                         Ratings Affirmed
     
                  Citigroup Mortgage Loan Trust
               Citigroup Mortgage Loan Trust Inc.

               Series       Class         Rating
               ------       -----         ------     
               2003-CB5     M-1           AAA
               2003-CB5     M-2           AA+
               2003-CB5     M-3           AA
               2003-CB5     B-1           A+
               2003-CB5     B-2           A-
               2003-HE4     A             AAA
               2003-HE4     M-1           AA+
               2003-HE4     M-2           AA
               2003-HE4     M-3           AA-
               2003-HE4     M-4           A+
               2003-HE4     M-5           A
               2003-HE4     M-6           A-


CLOROX CO: September 30 Balance Sheet Upside-Down by $55 Million
----------------------------------------------------------------
The Clorox Company filed its quarterly financial statements for
the three months ended Sept. 30, 2006, disclosing a $112,000,000
net income on $498,000,000 of revenues.  This compares to net
income of $109,000,000 on $466,000,000 of total revenues for the
same quarterly period of 2005.

At Sept. 30, 2006, the company's balance sheet showed
$3,539,000,000 in total assets and $3,594,000,000 in total
liabilities resulting in a $55,000,000 in stockholders' deficit.  
At Sept. 30, 2005, the company disclosed a $156,000,000
stockholders' deficit.

The company's September 30 balance sheet also showed a working
capital deficit of $20,000,000 resulting from $940,000,000 in
total current assets and $960,000,000 in total current
liabilities.

The company says that the negative working capital at Sept. 30,
2006 is an improvement from the $123,000,000 working capital at
June 30, 2006.  The company explains that this improvement is
principally due to decreases in short-term borrowings, accrued
liabilities and accounts payable, partially offset by a decrease
in receivables.

The decrease in short-term borrowings was primarily due to the pay
down of commercial paper balances enabled by improved operating
cash flows.  The decrease in accrued liabilities and accounts
payable was driven by profit sharing and incentive compensation
payments and a net decrease in accrued interest on long-term debt
due to the timing of payments, the company says.  These working
capital changes were partially offset by a decrease in
receivables, driven by the seasonality of sales in the charcoal
and food categories.

A full-text copy of the Company's financial statements for the
quarterly period ended Sept. 30, 2006, are available for free at:

              http://researcharchives.com/t/s?1505

Headquartered in Oakland, California, The Clorox Company
-- http://www.thecloroxcompany.com/-- provides household cleaning
products and reaches beyond bleach.  Although best known for
bleach (leader worldwide), Clorox makes laundry and cleaning items
(Formula 409, Pine-Sol, Tilex), cat litter (Fresh Step), car care
products (Armor All, STP), the Brita water-filtration system (in
North America), and charcoal briquettes (Kingsford).


COLLINS & AIKMAN: Plans Further Workforce Reduction
---------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates remind the
U.S. Bankruptcy Court for the Eastern District of Michigan that
they are pursuing a cooperative sale process, which they expect
will culminate with the confirmation of a plan of reorganization.

In line with this, the Debtors have determined that a further
reduction-in-force is necessary to maximize the value of their
estates and to complete the restructuring process.

Accordingly, the Debtors seek the Court's authority to provide to
RIF-affected employees:

   (a) a severance package equivalent to up to four weeks of
       base salary and any accrued and unused vacation; and

   (b) continued employee benefits for up to four weeks.

The base salary component of the Severance Benefits would be
subject to an aggregate limit of $775,000.

Specifically, the Debtors intend to reduce the number of salaried
employees by up to 125, representing approximately $9,300,000 in
annual base salaries.

"Although the Severance Benefits may impose certain short-term
costs, these costs are appreciably less than the operating losses
associated with the salaries at issue," Ray C. Schrock, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois, tells Judge Rhodes.

Furthermore, the Debtors believe that failing to provide the
Severance Benefits would only diminish employee morale at this
critical time in their Chapter 11 cases, which in turn would
hinder their efforts to efficiently carry out and complete the
restructuring process.  At the same time, keeping in mind the
financial constraints under which the Debtors operate, the
Severance Benefits have been carefully structured to avoid
unnecessary or excessive expenditure, Mr. Schrock asserts.

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: Wants Until March 14 to Decide on Becker Leases
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
further extend until March 14, 2007, the period within which they
must assume or reject unexpired leases of non-residential real
property with Becker Properties LLC and Anchor Court LLC.

The Leases are:

   -- 6600 East Fifteen Mile Road, Sterling Heights, Michigan;
   -- 1601 Clark Road, Havre de Grace, Maryland; and
   -- 47785 West Anchor Court, Plymouth, Michigan.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that the Debtors will be unable to determine
whether to assume or reject the Leases until they have selected
the highest and best offer for the contemplated sale of all or
part of their businesses.

Without the extension, Mr. Schrock notes, the Debtors will be at
risk of assuming the Leases that the selected purchaser might
deem unnecessary or impractical, or rejecting the Leases that the
purchaser might deem essential to the operations of the Debtors'
businesses.  Thus, he says, it would make no economic or
practical sense to compel the Debtors to assume or reject the
Leases at this time.

In addition, Mr. Schrock asserts that Becker and Anchor Court are
not damaged by the Debtors' continued occupation of the
properties covered by the Leases.  As of November 29, 2006, the
Debtors are complying with their postpetition obligations related
to the Leases on a timely basis, he says.

Moreover, maintenance of the Leases is essential to the Debtors'
continued operations without further complicating the Debtors'
ability to confirm a plan in their Chapter 11 cases, Mr. Schrock
maintains.

The Debtors reserve their right to seek further extensions of the
Lease Decision Period.

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)


COLTRANE CLO: Fitch Assigns BB Ratings on EUR3.7-Million Notes
--------------------------------------------------------------
Fitch assigns these ratings to Coltrane CLO p.l.c. floating-rate
notes:

   -- EUR26,000,000 Class B due January 2022 'A';
   -- EUR45,000,000 Class C due January 2022 'BBB';
   -- EUR1,750,000 Class D-1 due January 2022 'BB'; and
   -- EUR2,000,000 Class D-2 due January 2022 'BB'.


CONEXANT SYS: Inks Pact Extending Credit Maturity to Nov. 28, 2007
------------------------------------------------------------------
Conexant Systems Inc., Conexant USA LLC's wholly owned subsidiary,
and Wachovia Bank National Association signed an amendment to the
credit and security agreement dated as of Nov. 29, 2005.

The amendment extends the termination date of the Credit Agreement
to Nov. 28, 2007, and the terms of the receivables purchase
agreement and the servicing agreement between the Company and
Conexant USA, which was subject to certain conditions precedent,
including Conexant USA's renewal of its international credit
insurance policy, which occurred on Nov. 29, 2006.

Headquartered in Newport Beach, California, Conexant Systems Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- is a fables  
semiconductor company.  The company has approximately 2,400
employees worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006
Moody's Investors Service assigned a B1 rating to the senior
secured floating rate notes and a Caa1 rating to the corporate
family rating of Conexant Systems Inc.

Moody's also assigned a Probability of default rating of Caa1, a
LGD-2 rating for the senior secured notes and a SGL-3 speculative
grade liquidity rating.  The rating outlook is stable.


CONSOLIDATED CONTAINER: Earns $15.8 Million in 2006 Third Quarter
----------------------------------------------------------------
Consolidated Container Co LLC reported a $15.8 million net income
on $215.5 million of net sales for the third quarter ended Sept.
30, 2006, compared with a $2.7 million net loss on $207.1 million
of net sales for the comparable period in 2005.  

At Sept. 30, 2006, the company's balance sheet showed
$686.9 million in total assets and $777.8 million in total
liabilities, resulting in a $90.8 million total member's deficit.

The increase in net sales for the third quarter of compared to the
same period of 2005 results from the impact of higher average
resin costs during 2006.

The increase in net income is primarily due to the increase in
gross profit for the third quarter of 2006 of $23.3 million,
primarily attributable to a gain of $16.1 million dollars on
settlement of a contract dispute with Dean Foods Company and
business interruption insurance proceeds totaling $3.6 million
received during the third quarter of 2006 related to hurricanes
Rita and Katrina in 2005.

Under the terms of the settlement agreement, the company agreed to
pay $10.0 million, $9.1 million discounted, to Dean Foods Company
which was less than the cumulative adjustments resulting from the
restatement of sales and cost of sales of $25.2 million in the
company's consolidated financial statements.  The recording of the
settlement in the quarter ended Sept. 30, 2006 resulted in a one-
time gain on settlement of approximately $16.1 million.

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?1635

Headquartered in Atlanta, Georgia, Consolidated Container Company
LLC -- http://www.cccllc.com/-- develops, manufactures and  
markets rigid plastic containers for many of the largest branded
consumer products and beverage companies in the world.  The
company has a network of 55 strategically located manufacturing
facilities and a research, development and engineering center
located in Atlanta, Georgia.  In addition, the company has three
international manufacturing facilities in Canada and Mexico.  The
company sells containers to the dairy, water, juice & other
beverage, household chemicals & personal care, agricultural &
industrial, food and automotive sectors.  The company's container
product line ranges in size from two-ounce to six-gallon
containers and consists of single and multi-layer containers made
from a variety of plastic resins, including high density
polyethylene, polycarbonate, polypropylene, and polyethylene
terephthalate.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Standard & Poor's Ratings Services affirmed its ratings on
Consolidated Container and removed all ratings from CreditWatch
with negative implications, where they were placed on Aug. 23,
2006.  The corporate credit rating on Consolidated Container is
'B-'.



COSTA BELLA: Fitch Rates $7.5 Million Class G Notes Due 2046 at BB
------------------------------------------------------------------
Fitch assigns these ratings to Costa Bella CDO Ltd.:

   -- $250,000,000 class A-1 first priority senior secured
      floating rate notes due 2046 'AAA';

   -- $40,000,000 class A-2 Second priority senior secured
      floating rate notes due 2046 'AAA';

   -- $30,000,000 class B third priority senior secured floating
      rate notes due 2046 'AA ';

   -- $5,000,000 class C fourth priority senior secured floating
      rate notes due 2046 'AA-';

   -- $23,000,000 class D fifth priority mezzanine deferrable
      secured floating rate notes due 2046 'A';

   -- $18,500,000 class E sixth priority mezzanine deferrable
      secured floating rate notes due 2046 'BBB';

   -- $10,500,000 class F seventh priority mezzanine deferrable
      secured floating rate notes due 2046 'BBB-';

   -- $7,500,000 class G Eighth priority mezzanine deferrable
      secured floating rate notes due 2046 'BB'.


CREDIT SUISSE: DBRS Rates $11.5 Mil. Class B-3 Certs. at BB (high)
------------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Home
Equity Pass-Through Certificates, Series 2006-8 issued by Credit
Suisse First Boston Mortgage Securities Corp. Home Equity Asset
Trust 2006-8:

   -- $385 million Class 1-A-1 rated at AAA
   -- $300 million Class 2-A-1 rated at AAA
   -- $73 million Class 2-A-2 rated at AAA
   -- $94 million Class 2-A-3 rated at AAA
   -- $69.2 million Class 2-A-4 rated at AAA
   -- $50 Class P rated at AAA
   -- $50 Class R rated at AAA
   -- $41.4 million Class M-1 rated at AA (high)
   -- $36.2 million Class M-2 rated at AA
   -- $21.3 million Class M-3 rated at AA
   -- $20.1 million Class M-4 rated at AA (low)
   -- $18.4 million Class M-5 rated at A (high)
   -- $17.8 million Class M-6 rated at A
   -- $16.7 million Class M-7 rated at A (low)
   -- $10.4 million Class M-8 rated at BBB (high)
   -- $6.9 million Class B-1 rated at BBB
   -- $6.9 million Class B-2 rated at BBB
   -- $11.5 million Class B-3 rated at BB (high)

The AAA ratings on the Class 1-A, 2-A, P and R certificates
reflect 19.90% of credit enhancement provided by the subordinate
classes, initial overcollateralization and monthly excess spread.  

The AA (high) rating on Class M-1 Certificates reflects 16.30% of
credit enhancement.  The AA ratings on Class M-2 and Class M-3
Certificates reflect 13.15% and 11.30% of credit enhancement,
respectively.  

The AA (low) rating on Class M-4 Certificates reflects 9.55% of
credit enhancement.  The A (high) rating on Class M-5 Certificates
reflects 7.95% of credit enhancement.

The "A" rating on Class M-6 Certificates reflects 6.40% of credit
enhancement.  The A (low) rating on Class M-7 Certificates
reflects 4.95% of credit enhancement.  

The BBB (high) rating on Class M-8 Certificates reflects 4.05% of
credit enhancement.  The BBB ratings on the Class B-1 and Class B-
2 Certificates reflect 3.45% and 2.85% of credit enhancement,
respectively. The BB (high) rating on Class B-3 Certificates
reflects 1.85% of
credit enhancement.

The ratings on the certificates also reflect the quality of the
underlying assets and the capabilities of Select Portfolio
Servicing Inc. and Wells Fargo Bank N.A. as Servicers.  

The U.S. Bank National Association will act as Trustee. The
LaSalle Bank National Association and Wells Fargo Bank N.A. will
act as Custodians.  

In addition, the certificates will be entitled to the benefits of
an interest-rate swap agreement with Credit Suisse International.  
The Trust will pay a fixed payment at 5.35% per annum to the Swap
Provider in exchange for a floating payment at one-month LIBOR on
a declining swap notional balance.

The Class 2-A-1 Certificates will also be entitled to the benefits
of an interest-rate cap agreement with Credit Suisse International
at a strike rate of 7.50% on a declining cap notional balance for
the February 2007 to March 2007 distributions.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th of each month, commencing in
December 2006.  

Interest will first be paid concurrently to the Senior
Certificates, followed by sequential interest payments to the
subordinate classes.  Until the step-down date, principal
collected will be paid exclusively to the Senior Certificates
unless each of such classes has been paid down to zero.  

After the step-down date, and provided that certain performance
tests have been met, principal payments will be distributed among
the certificates of all classes on a pro rata basis.  

In addition, provided that certain performance tests have been
met, the level of overcollateralization may be allowed to step
down to 3.70% of the then-current balance of the mortgage loans.  
On the closing date, the depositor will deposit approximately
$74,005,947 into a segregated prefunding account, which the Trust
will use to buy additional mortgage loans from the depositor on or
prior to Feb. 23, 2007.

The mortgage loans in the Underlying Trust were primarily
originated by Ownit Mortgage Solutions Inc., Encore Credit
Corporation, and LIME Financial Services Ltd.  As of the cut-off
date, Loan Group I had an initial aggregate principal balance of
$449,613,530, a weighted-average mortgage rate of 8.33%, a
weighted-average FICO of 627 and a weighted-average original loan-
to-value ratio of 80.7%.  Loan Group II had an initial aggregate
principal balance of $626,380,623, a weighted-average mortgage
rate of 8.32%, a weighted-average FICO of 629 and a weighted-
average OLTV ratio of 80.1%.


CREDIT SUISSE: Fitch Rates $11.5 Million Class B-3 Certs. at BB+
----------------------------------------------------------------
Fitch rates Credit Suisse First Boston Mortgage Securities Corp.'s
Home Equity Asset Trust 2006-8:

   -- $921,150,100 class 1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, R and
      P certificates 'AAA';

   -- $77,600,000 class M-1 and M-2 'AA+';

   -- $21,300,000 class M-3 'AA';

   -- $20,125,000 class M-4 'AA-';

   -- $18,400,000 class M-5 'A+';

   -- $17,825,000 class M-6 'A';

   -- $16,675,000 class M-7 'BBB+';
   
   -- $17,250,000 class M-8 and B-1 'BBB';
   
   -- $6,900,000 class B-2 'BBB-';

   -- $11,500,000 class B-3 'BB+'.

The 'AAA' rating on the senior certificates reflects the 19.9%
total credit enhancement provided by the 3.6% class M-1
certificate, 3.15% class M-2, 1.85% class M-3, 1.75% class M-4,
1.6% class M-5, 1.55% class M-6, 1.45% class M-7, 0.9% class M-8,
0.6% class B-1, 0.6% class B-2, 1% class B-3, the 1.85% initial
over-collateralization, and the 1.85% target OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the primary servicing capabilities of Wells Fargo Bank  
and Select Portfolio Servicing.

The mortgage pool consists of first and second lien, fixed and
adjustable rate, sub-prime mortgage loans with a cut-off date
aggregate principal outstanding balance of $1,075,994,153.  

As of the cut-off date, the weighted average loan rate is
approximately 8.32%, and the weighted average original term to
maturity is 355 months.  The average cut-off date principal
balance of the mortgage loans is approximately $186,743.  The
weighted average combined original loan-to-value ratio is 80.35%,
and the weighted average Fair, Isaac & Co. score is 628.  The
properties are located in California, Florida, and Illinois, and
otherwise distributed over many other states.

On the closing date, the depositor will deposit approximately
$74,005,947 into a pre-funding account.  The amount in this
account will be used to purchase subsequent mortgage loans after
the closing date and on or prior to Feb. 23, 2007.

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


CSFB MORTGAGE: Moody's Completes Review and Upgrades Ratings
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of 25 tranches
issued by CSFB Mortgage-Backed Pass-Through Certificates in 2003.

These actions are the result of a systematic review of all 2003
securitizations of fixed-rate collateral by CSFB Mortgage-Backed
Pass-Through Certificates.

All classes being upgraded have performed well in terms of loss
and delinquencies and have built high levels of credit enhancement
as compared to the expected loss on the collateral.

These are the rating actions:

   * Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
     Series 2003-1

      -- Class D-B-1, upgraded to Aaa, previously Aa2,
      -- Class D-B-2, upgraded to Aa2, previously A2,
      -- Class D-B-3, upgraded to A2, previously Baa2,
      -- Class D-B-4, upgraded to Baa2, previously Ba2,
      -- Class III-B-2, upgraded to Aaa, previously Aa3,
      -- Class III-B-3, upgraded to Aa3, previously A3.

   *Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
    Series 2003-7

      -- Class I-B-2, upgraded to Aaa, previously Aa3,
      -- Class I-B-3, upgraded to A1, previously A3.

   * Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
     Series 2003-8

      -- Class D-B-1, upgraded to Aaa, previously Aa2,
      -- Class D-B-2, upgraded to Aa2, previously A2,
      -- Class D-B-3, upgraded to Baa1, previously Baa2,
      -- Class C-B-2, upgraded to A1, previously A3,
      -- Class C-B-3, upgraded to Baa1, previously Baa3.

   * Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
     Series 2003-11

      -- Class I-B-2, upgraded to Aa3, previously A3,
      -- Class I-B-3, upgraded to A3, previously Baa3,
      -- Class I-B-4, upgraded to Baa2, previously Ba2.

   -- Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
      Series 2003-17

      -- Class D-B-2, upgraded to Aa3, previously A3,
      -- Class D-B-3, upgraded to A3, previously Baa3,

   * Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
     Series 2003-19

      -- Class C-B-2, upgraded to A2, previously A3.

   * Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
     Series 2003-21

      -- Class D-B-1, upgraded to Aa1, previously Aa2,
      -- Class D-B-2, upgraded to Aa3, previously A2.

   * Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
     Series 2003-27

      -- Class IV-A-16, upgraded to Aaa, previously Aa1,
      -- Class D-B-3, upgraded to A3, previously Baa3.

   * Issuer: CSFB Mortgage-Backed Pass-Through Certificates,
     Series 2003-29

      -- Class D-B-2, upgraded to A1, previously Baa1,
      -- Class D-B-3, upgraded to A3, previously Baa3.


CWALT INC: Fitch Rates $2.04 Million Class B-3 Certificates at BB
-----------------------------------------------------------------
Fitch rates CWALT, Inc.'s Mortgage Pass-Through Certificates,
Alternative Loan Trust 2006-39CB:

   -- $774.22 million classes 1-A-1 through 1-A-20, 2-A-1 through
      2-A-5, 1-X, 2-X, PO, and A-R certificates senior
      certificates 'AAA';

   -- $15.54 million class M-1 certificates 'AA';

   -- $4.09 million class M-2 certificates 'AA';

   -- $6.14 million class M-3 certificates 'A'

   -- $2.04 million class M-4 certificates 'A'
   
   -- $2.04 million class M-5 certificates 'A-';

   -- $2.45 million class M-6 certificates 'BBB';

   -- $1.23 million class M-7 certificates 'BBB';

   -- $1.23 million class B-1 certificates 'BBB-';

   -- $1.23 million privately offered class B-2 certificates
      'BB+'; and,

   -- $2.04 million privately offered class B-3 certificates
      'BB'.

The 'AAA' rating on the senior certificates reflects the 5.35%
subordination provided by the 1.9% class M-1, the 0.5% class M-2,
the 0.75% class M-3, the 0.25% class M-4, the 0.25% class M-5, the
0.3% class M-6, the 0.15% class M-7, the 0.15% class B-1, the
0.15% privately offered class B-2, the 0.25% privately offered
Class B-3, 0.4% privately offered class B-4 and the 0.30%
privately offered class B-5.  Classes M-1, M-2, M-3, M-4, M-5, M-
6, M-7, B-1, B-2, and B-3 are rated 'AA' , 'AA', 'A', 'A', 'A-',
'BBB', 'BBB' , 'BBB-', 'BB+' and 'BB' based on their respective
subordination only.

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

The mortgage pool consists of two loan groups.  Loan Group 1
consists primarily of 30-year conventional, fully amortizing
mortgage loans totaling $530,816,814 as of the cut-off date, Nov.
1, 2006, secured by first liens on one-to four- family residential
properties.  The mortgage pool, as of the cut-off date,
demonstrates an approximate weighted-average original-loan-to-
value of 67.3%.  The weighted average FICO credit score is
approximately 718.  Cash-out refinance loans represent 42.7% of
the mortgage pool and second homes 4.3%.  The average loan balance
is $225,018.  

The three states that represent the largest portion of mortgage
loans are California, Florida, and Arizona.

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

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $192,981,805 as of the cut-off
date, Nov. 1, 2006, secured by first liens on one-to four- family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 78.87%.  
The weighted average FICO credit score is approximately 693.  
Cash-out refinance loans represent 30.3% of the mortgage pool and
second homes 5.2%.  The average loan balance is $181,545.

The states that represent the largest portion of mortgage loans
are Florida, Texas, Arizona, and California.

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

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


CWALT INC: Fitch Rates $1.4 Million Class 2-B-4 Certificates at B
-----------------------------------------------------------------
Fitch rates CWALT Inc.'s mortgage pass-through certificates
alternative loan trust 2006-41CB:

Group 1:

   -- $636.1 million classes 1-A-1, through 1-A-15, 1-X, 1-PO,
      and A-R 'AAA';

   -- $12.9 million class 1-M 'AA';

   -- $4.9 million class 1-B-1 'A';

   -- $3.6 million class 1-B-2 'BBB';

   -- $2.6 million class 1-B-3 'BB'; and,

   -- $1.9 million class 1-B-4 'B'.

Group 2:

   -- $461.9 million classes 2-A-1 through 2-A-20, 2-X, and 2-PO
      'AAA';

   -- $9.1 million class 2-M 'AA';

   -- $3.6 million class 2-B-1 'A';

   -- $2.6 million class 2-B-2 'BBB';

   -- $1.9 million class 2-B-3 'BB'; and,

   -- $1.4 million class 2-B-4 'B'.

The 'AAA' rating on the Group 1 senior certificates reflects the
4.2% subordination provided by the 1.95% class 1-M, the 0.75%
class 1-B-1, the 0.55% class 1-B-2, the 0.4% privately offered
class 1-B-3, the 0.3% privately offered class 1-B-4, and the 0.25%
privately offered class 1-B-5.

The class 1-B-5 is not rated by Fitch.

The 'AAA' rating on the Group 2 senior certificates reflects the
4.15% subordination provided by the 1.9% class 2-M, the 0.75%
class 2-B-1, the 0.55% class 2-B-2, the 0.4% privately offered
class 2-B-3, the 0.3% privately offered class 2-B-4, and the 0.25%
privately offered class 2-B-5.

The class 2-B-5 is not rated by Fitch.

Fitch believes the above credit enhancement for each respective
loan group will be adequate to support mortgagor defaults.

In addition, the rating also reflects the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the master servicing capabilities of
Countrywide Home Loans Servicing LP, rated 'RMS2+' by Fitch, a
direct wholly owned subsidiary of Countrywide Home Loans, Inc..

The mortgage pool consists of separate loan groups, which are not
crossed-collateralized in terms of subordinate credit enhancement.

Loan Group 1 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $543,503,699 as of the cut-off
date, Nov. 1, 2006, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average original-loan-
to-value of 67.81%.  The weighted average FICO credit score is
approximately 719.  Cash-out refinance loans represent 44.4% of
the mortgage pool and second homes 4.6%.  The average loan balance
is $226,271.  

The three states that represent the largest portion of mortgage
loans are California, Florida, and Arizona.  All other states
represent less than 5% of the cut-off date pool balance.

Loan Group 2 consists primarily of 30-year conventional, fully
amortizing mortgage loans totaling $414,524,013 as of the cut-off
date, Nov. 1, 2006, secured by first liens on one- to four-family
residential properties.  The mortgage pool, as of the cut-off
date, demonstrates an approximate weighted-average OLTV of 67.90%.  
The weighted average FICO credit score is approximately 718.  
Cash-out refinance loans represent 42.6% of the mortgage pool and
second homes 3.9%.  The average loan balance is $227,261.

The three states that represent the largest portion of mortgage
loans are California, Florida, and Arizona.  All other states
represent less than 5% of the cut-off date pool balance.

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


CYANOTECH CORP: Will Restate Previously Issued Financial Reports
----------------------------------------------------------------
Cyanotech Corporation has determined to restate certain of its
previously issued financial statements.  The restatement will
include amounts correcting the company's results for historical
treatment of certain inventory related costs.

Additionally, the Company has identified certain minor out-of-
period items relating to recording Hawaii state tax credits and
accruing interest, which will also be recorded in the appropriate
periods in the restated, consolidated financial statements.

Further, the Company will also reclassify certain certificates of
deposit from cash to investments in conjunction with the
restatement.

The company identified the matter during the ordinary course of
reviewing the company's financial results for the first quarter of
fiscal year 2007.  This was in conjunction with the company's
previously disclosed intent to adopt Statement of Financial
Accounting Standards No. 151 for the first quarter of fiscal year
2007.

The financial statements expected to be restated are the
consolidated balance sheets as of March 31, 2006, and 2005 and the
consolidated statements of operations, stockholders' equity and
comprehensive income (loss), and cash flows for each of the years
in the three-year period ended March 31, 2006.  This includes the
company's unaudited quarterly financial statements during these
years.  The Company said that these consolidated financial
statements, as filed, contain errors and should therefore not be
relied upon.  The related auditor reports of KPMG LLP, the
company's independent registered public accounting firm, with
respect to these consolidated financial statements should also no
longer be relied upon.

                             Waiver

The company has informed its secured credit facility administrator
of its intention to restate its financial statements and of its
failure to submit its quarterly financial statements timely for
the first and second quarters of fiscal year 2007.  The company
also requested and has obtained a waiver of debt covenants that
may not be in compliance as a result of restating previously
issued financial statements and waiver as related to untimely
submission of its quarterly financial statements for the first and
second quarters of fiscal year 2007.

The company said that following completion of its work and that of
its independent registered public accounting firm, restatement of
the company's financial results will be effected as soon as
practicable by the filing of a Form 10-K/A.

                         Nasdaq Delisting

Cyanotech received a Staff Determination from The Nasdaq Stock
Market on Nov. 16, 2006, indicating that the company is not in
compliance with the requirements for continued listing under
Marketplace Rule 4310(c)(14) because of its failure to file its
Report on Form 10-Q for the quarter ended Sept. 30, 2006.

The company has announced that it will have to delay filing its
Form 10-Q for the second quarter of fiscal year 2007 because the
company's independent registered public accounting firm has not
yet rendered any decision with respect to a previously announced
accounting issue involving the company's historic inventory
accounting method.  

The Company hoped to file both reports by Nov. 30, 2006,
announcing that this was subject to the requirements of the
independent registered public accounting firm.  The Company now
believes that the filing will take place before Dec. 15, 2006.

Kailua-Kona, Hawaii-based Cyanotech Corporation (Nasdaq: CYAND) --
http://www.cyanotech.com/-- produces BioAstin(R) Natural  
Astaxanthin and Hawaiian Spirulina Pacifica(R).  Cyanotech's
spirulina is FDA reviewed and accepted as Generally Recognized as
Safe for use as a food ingredient.  Cyanotech produces these
products from microalgae grown at its 90-acre facility in Hawaii
using patented and proprietary technology and distributes them to
nutritional supplement, nutraceutical, cosmeceutical, and animal
feed makers and marketers in more than 40 countries worldwide.


DANA CORP: Selling Engine Parts Biz to German Supplier for $157MM
-----------------------------------------------------------------
Dana Corporation has entered into a stock and asset purchase
agreement with MAHLE GmbH, a German supplier to the automotive and
engine industries, for the sale of Dana's non-core engine hard
parts business.

The agreement provides for MAHLE and certain of its affiliates to
acquire the equity and tangible and intangible assets of the
global operations comprising Dana's engine hard parts business
from Dana and certain of its affiliates for an aggregate price
of approximately $157 million.  The price includes approximately
$98 million in cash, subject to usual adjustments at closing, and
the buyers' assumption of certain liabilities related to the
business.  In connection with the transaction, the parties will
also enter into ancillary agreements, including a transition
services agreement and a distribution agreement relating to Victor
Reinz(R) branded products.

Closing of the transaction is subject to the approval of the
United States Bankruptcy Court for the Southern District of New
York, which has jurisdiction over Dana's Chapter 11 reorganization
proceedings; government regulatory approvals; and customary
closing conditions.

As a standard element of the bankruptcy process, Dana has filed a
motion with the Bankruptcy Court seeking approval of procedures
that will provide an opportunity for competitive bids on the
engine hard parts business before the Court approves the sale.  
Dana expects to complete the bidding process and to secure the
regulatory approvals in time to close the sale in the first
quarter of 2007.

The engine hard parts business consists of 39 facilities, which
manufacture piston rings, engine bearings, cylinder liners, and
camshafts under the Perfect Circle(R), Clevite(R), and Glacier
Vandervell(TM) brands.  With annual revenues of approximately
$670 million in 2005, the operations to be divested employ
approximately 5,000 people in 10 countries.  Dana announced its
intention to sell its engine hard parts business in late 2005.

"This divestiture is an important step in implementing Dana's
reorganization initiatives and sharpening our focus on our core
axle, driveshaft, structural, sealing, and thermal products
businesses for the automotive, commercial vehicle, and off-highway
markets," Dana Chairman and CEO Mike Burns said.  "This
transaction also represents an excellent opportunity for MAHLE.  
While no longer central to Dana's future direction, our engine
hard parts business and people have strong potential for an owner
that is strategically focused on this market segment."

                      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.


DELTA AIR: Inks PBGC Settlement Pact on Pilot Pension Plan
----------------------------------------------------------
Delta Air Lines has reached a comprehensive settlement agreement
that will resolve all issues in connection with the termination of
the Delta Pilots Retirement Plan with the Pension Benefit Guaranty
Corporation, the federal agency charged with insuring the nation's
pension plans under ERISA.

Delta's Official Committee of Unsecured Creditors also fully
supports and has signed the agreement, which has been submitted to
the U.S. Bankruptcy Court for the Southern District of New York
for approval.

"We are pleased we were able to work with the PBGC and our
Creditors' Committee constructively to reach this very important
and complex agreement.  It represents another important milestone
in Delta's restructuring," said Edward H. Bastian, Delta's chief
financial officer.

Under the settlement agreement, the PBGC will make a final
decision whether to accept the PBGC staff's recommendation that
the Pilot Plan meets the statutory criteria for distress
termination.  If the agency agrees that the Pilot Plan meets all
legal criteria for distress termination, the PBGC will become the
Plan's trustee, establishing a Sept. 2, 2006 termination date for
the Plan.  In settlement of its claims against Delta and its
affiliates, the PBGC will be allowed a pre-petition unsecured
claim against Delta of $2.2 billion, and the debtors' proposed
plan of reorganization will provide for the distribution to the
PBGC of $225 million in senior unsecured notes.

The Bankruptcy Court previously determined that Delta could not
reorganize or emerge from Chapter 11 unless the Pilot Plan was
terminated.

As previously announced, retired Delta pilots will receive in
excess of $800 million in allowed claims in respect of their lost
non-qualified pension benefits.  Delta's active pilots are now
covered by a defined contribution pension plan previously
negotiated with the Air Line Pilots Association, the union
representing Delta's more than 6,000 active pilots.

Delta again reconfirmed in the agreement that it will preserve the
Delta Retirement Plan, which covers ground employees and flight
attendants.  The ability to preserve this plan was made possible
by the alternative funding provisions included in the pension
reform legislation passed by Congress last August.

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest airline    
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


DIASYS CORP: Deloitte & Touche Raises Going Concern Doubt
---------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about DiaSys
Corporation's ability to continue as a going concern after
auditing the company's financial statements for the fiscal years
ended June 30, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations, cash used by operating
activities, negative working capital, and accumulated deficit.

DiaSys Corp.'s net loss decreased $981,451 from $2,029,245 in
fiscal year 2005 to $1,047,794 in fiscal year 2006.  This decrease
was due primarily to the implementation and completion of the
consolidation of the company's manufacturing facilities into the
United Kingdom, along with other cost reduction plans begun in
fiscal year 2005.

Net sales decreased 11.8% or $225,980 from $1,914,077 in fiscal
year 2005 to $1,688,097 in fiscal 2006.  Domestic US sales
decreased $88,049 from $386,854 in fiscal year 2005 to $298,805 in
fiscal year 2006.  International sales decreased $137,931 from
$1,527,223 in fiscal year 2005 to $1,389,292 in fiscal year 2006.  

The decrease in international sales can be largely attributed to
the decrease in sales to the company's distributor in China.  
During its 2006 fiscal year, the company entered into additional
distribution agreements.  The company believes that the effects of
these distribution agreements will impact sales primarily in
future periods.

At June 30, 2006, the company's balance sheet showed $4,368,428 in
total assets, $1,013,773 in total liabilities and stockholders'
equity of $3,354,655.

Working capital deficiency increased by $229,541 from
June 30, 2005, to June 30, 2006.  Cash and equivalents as of
June 30, 2006, increased by $40,047 over the same period.  Cash
used in operating activities was $280,091 for the current fiscal
year.  

The cash used in operations resulted primarily from the operating
loss, offset by a reduction in inventories and an increase in
accounts payable and accrued expenses.  The cash shortfall was
funded primarily by:

       -- borrowings from management;

       -- the exercising of options by the Chairman of the Board
          of Directors; and

       -- the issuance of shares of capital stock and warrants to
          a group of outside investors.    

Management says the company will require additional financing to
discharge its obligations for at least the next twelve months.  
The company had unshipped orders totaling $425,247 as of
June 30, 2006.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?163f

                      Continued OTCBB Listing

On November 20, DiaSys disclosed that it has satisfied
requirements for continued listing of its Common Stock on the OTC
Bulletin Board, under the symbol DYXC.OB, after filing its Annual
Report on Form 10-KSB for its fiscal year ended June 30,2006.

Headquartered in Waterbury, Connecticut, DiaSys Corporation --
http://www.diasys.com/-- designs, develops, manufactures and  
distributes proprietary medical laboratory equipment, consumables
and infectious disease test-kits to healthcare & veterinary
laboratories worldwide.  The Company operates in Europe through
its wholly owned subsidiary based in Wokingham, England and
through distributors in South America.


DIGITAL DESCRIPTOR: Sept. 30 Balance Sheet Upside-Down by $12.6MM
-----------------------------------------------------------------
Digital Descriptor Systems Inc. posted a $291,791 net loss for the
third quarter ended Sept. 30, 2006, compared with net income of
$644,282 for the three months ended Sept. 30, 2005.  The company
attributes the 145% increase in net loss primarily due to the
change in accounting procedures in which convertible debentures
are treated as derivative according to the guidance of SFAS133 and
EITF00-19.

Revenues for the three months ended Sept. 30, 2006, were
$1,300,203, compared with $1,118,922 for the three months ended
Sept. 30, 2005, an increase of $181,281 or 16%.

Digital Descriptor generates its revenues through software
licenses, hardware, post customer support arrangements, and other
services.  Its subsidiary, CGM Applied Security Technologies Inc.
generates its revenue through the manufacturer and distributor of
indicative and barrier security seals, security tapes, and related
packaging security systems, protective security products for
palletized cargo, physical security systems for tractors, trailers
and containers as well as a number of highly specialized
authentication products.

The increase in Digital Descriptor's revenue is attributed to the
purchase of CGM in March 2005 and an increase in its revenue for
the comparable three-month period.

The company's balance sheet at Sept. 30, 2006, showed $6,405,187
in total assets and $19,048,314 in total liabilities, resulting in
a $12,643,127 stockholders' deficit.

"We continue to improve the vigor of our company," says Anthony
Shupin, CEO of Digital Descriptor.  "Our year to date earnings
before interest, taxes, depreciation and amortization for the nine
months of 2006 are $408,023 versus a negative $235,543 in 2005, an
increase of 116 percent.  Our immediate focus continues to be on
increasing revenue, while controlling expenses and improving
operations.  The company intends to continue to execute its plan
to increase operational efficiencies, refine and develop new
products and expand sales and distribution channels to meet market
demand.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?164f

                     About Digital Descriptor

Based in Sea Girt, New Jersey, Digital Descriptor Systems --
http://www.ddsi-cpc.com/-- develops and markets integrated  
enterprise-wide image applications specifically designed for
criminal justice organizations.  Customers include states, cities,
counties, corrections, justice and public safety agencies.

Its subsidiary, CGM Applied Security Technologies Inc. --
http://www.cgmsecuritysolutions.com/-- based in Somerset, New  
Jersey, manufactures and distributes Homeland Security products
including indicative and barrier security seals, security tapes
and related packaging security systems, protective security
products for palletized cargo, physical security systems for
tractors, trailers and containers, as well as a number of highly
specialized authentication products.


DURA AUTOMOTIVE: Court OKs Kirkland & Ellis as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
DURA Automotive Systems Inc. and its debtor affiliates to employ
Kirkland & Ellis as their bankruptcy counsel, under a general
retainer, nunc pro tunc to Oct. 30, 2006.

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Kirkland will:

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

    (b) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

    (c) take all necessary action to protect and preserve the
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors, and representing the Debtors' interests in
        negotiations concerning all litigation in which the
        Debtors are involved;

    (d) prepare all motions, applications, answers, orders,
        reports, and papers necessary to the administration of the
        Debtors' estates;

    (e) take any necessary action on behalf of the Debtors to
        obtain approval of a disclosure statement and confirmation
        of the Debtors' plan of reorganization;

    (f) represent the Debtors in connection with obtaining
        financing after its filing for Chapter 11 protection;

    (g) advise the Debtors in connection with any potential sale
        of assets;

    (h) appear before the Court, any appellate courts, and the
        U.S. Trustee, and protect the interests of the Debtors'
        estates before the courts and the U.S. Trustee; and

    (i) perform all other necessary legal services to the Debtors
        in connection with the Reorganization Cases, including:

        * analyze the Debtors' leases and executory contracts and
          their assumption or assignment;

        * analyze the validity of liens against the Debtors; and

        * advise on corporate, litigation, environmental, and
          other legal matters.

Kirkland will be paid based on the firm's standard hourly rates:

          Professional               Hourly Rate
          ------------               -----------
          Partners                   $425 - $950
          Counsel                    $325 - $740
          Associates                 $245 - $540
          Paraprofessionals           $90 - $280

Nineteen professionals are expected to have primary responsibility
for providing services to the Debtors:

          Partners:

          Lyndon E. Norley, Esq.                    $975
          Richard M. Cieri, Esq.                    $825
          Todd F. Maynes, P.C., Esq.                $795
          Partha Kar, Esq.                          $775
          Marc Kieselstein, P.C., Esq.              $745
          Dennis M. Myers, P.C., Esq.               $745
          Maureen Sweeney, Esq.                     $575
          Dr. Bernd Meyer-Loewy, Esq.               $575
          Roger James Higgins, Esq.                 $545
          David A. Agay, Esq.                       $545
          Leo Plank, Esq.                           $525

          Associates:

          Natasha Watson, Esq.                      $610
          Ryan Blaine Bennett, Esq.                 $510
          Michelle Mulkern, Esq.                    $430
          Uday Gorrepati, Esq.                      $355
          Joy Lyu Monahan, Esq.                     $350
          Kathryn Louise Koenig, Esq.               $350
          Thad W. Davis, Esq.                       $325
          Lauren Hawkins, Esq.                      $295

As of Oct. 30, 2006, the Debtors do not owe Kirkland any amounts
for legal services rendered prior to the bankruptcy filing.

Mr. Kieselstein assured the Court that his firm is disinterested
pursuant to Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).  Kirkland does not hold or represent an interest
adverse to the Debtors or their estates, Mr. Kieselstein added.

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


DURA AUTOMOTIVE: Court Okays Richards Layton as Local Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
DURA Automotive Systems Inc. and its debtor affiliates to employ
Richards, Layton & Finger P.A. as their local counsel, general
co-counsel, and conflicts counsel, nunc pro tunc to Oct. 30, 2006.

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Richards, Layton & Finger will:

    * provide legal advice to the Debtors with respect to their
      rights, powers, and duties as debtors-in-possession in the
      continued operation of their business and management of
      their properties;

    * take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of di8sputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estates;

    * prepare and pursue confirmation of the Debtors' plan,
      approval of that plan, and approval of the Debtors'
      disclosure statement;

    * prepare necessary applications, motions, answers, order,
      reports, and other legal papers on behalf of the Debtors;

    * appear in Court and protect the interests of the debtors
      before the Court; and

    * perform all other legal services for the Debtors that may be
      necessary and proper in the bankruptcy proceeding.

The principal attorneys and paralegals presently designated to
represent the Debtors will be paid:

          Professionals                  Hourly Rate
          -------------                  -----------
          Directors:                     $390 - $605

          Mark D. Collins, Esq.              $520
          Daniel J. DeFranceschi, Esq.       $465

          Associates:                    $210 - $350

          Jason M. Madron, Esq.              $270
          Mark Kurtz, Esq.                   $225

          Paralegals:                    $125 - $180

          Ann Jerominski                     $165
          Rebecca V. Speaker                 $165

Daniel J. DeFranceschi, Esq., a director of RL&F, assured the
Court that his firm is disinterested pursuant to Section 101(14)
of the Bankruptcy Code.  RL&F does not hold or represent an
interest adverse to the Debtors or their estates, Mr. DeFranceschi
said.

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

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Judge Gonzalez Okays $300,000 Electroimpact Settlement
------------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved the $300,000 settlement
agreement between the Reorganized Enron Corp. and its debtor-
affiliates and Electroimpact, Inc.

As reported in the Troubled Company Reporter on Nov. 21, 2006, the
Debtors sought to recover from Electroimpact $747,525 in
connection with one of the commercial paper debt prepayments.  The
Debtors had transferred over $1,000,000,000 to various
entities for the purpose of prepaying or redeeming, prior to its
stated maturity date, unsecured commercial paper that Enron had
previously issued.

After further disputes between the parties, the Debtors and
Electroimpact negotiated the Settlement Agreement under which
Electroimpact will pay Enron $300,000 and forfeit, waive and
release any claim against the Debtors pursuant to Section 502(h)
of the Bankruptcy Code.

Pursuant to the Settlement Agreement, the Debtors will execute a
stipulation and order dismissing claims against Electroimpact in
the commercial paper action which will effectively serve to
dismiss with prejudice the claims against Electroimpact.

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: Wants Three Separate Settlements Approved
-----------------------------------------------------
The Reorganized Enron Corp. and its debtor-affiliates ask the
Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to approve three separate
settlement agreements between these parties:

    Debtor Party                     Customer
    ------------                     --------
    Enron North America Corp.        Houston Energy Services
                                     Company LLC and
                                     Mainline Energy LLC

    Enron Corp. and ENA              Bank of Montreal
    
    Enron Broadband Services, Inc.   i2 Technologies, Inc.

According to Mark C. Ellenberg, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, the parties had various prepetition
contracts relating to the Reorganized Debtors' supply of power
and other services to the Customers.

The Reorganized Debtors and the Bank of Montreal were also
parties to other prepetition contracts, says Michael Schatzow,
Esq., at Venable LLP, in Baltimore, Maryland.

Certain disputes arose between the Reorganized Debtors and the
Customers under the Contracts.

Mr. Ellenberg notes that ENA filed a complaint against Houston
Energy, seeking damages for breach of contract and declaratory
relief.  EBS also filed an adversary proceeding against i2
Technologies.

According to Mr. Schatzow, the Bank of Montreal filed certain
claims against Enron and ENA, including Claims Nos. 8594, 8595
and 8596.  He relates that on Dec. 1, 2003, ENA sued the Bank
and Reliant Energy Services, Inc., seeking to avoid certain set-
offs and transfers.  Pursuant to a stipulation and a Court order
dated July 14, 2004, Reliant Energy was dismissed as a defendant
in the adversary proceeding.

Following negotiations regarding the Contracts, the parties agree
that:

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

   (2) they will exchange mutual releases of all claims related
       to the Contracts; and

   (3) the adversary proceedings will be dismissed.

Additionally, the Bank of Montreal Settlement Agreement provides
that all proofs of claim filed by the Bank will be disallowed
except for Claims Nos. 8595 and 8596 and two claims allowed under
Section 502(h) of the Bankruptcy Code.  

The Houston Energy Settlement Agreement also provides that all
scheduled liabilities in favor of Houston Energy and Mainline
will be deemed irrevocably withdrawn with prejudice, and to the
extent applicable, expunged and disallowed in their entirety.

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: Energen Sells $12.5 Million Bankruptcy Claim
--------------------------------------------------------
Energen Resources Corporation, oil and gas subsidiary of Energen
Corporation, has sold its allowed $12.5 million Enron Corp.
bankruptcy claim.  The Company estimates that the sale of the
claim will generate net income in 2006 of $6.7 million, or 9 cents
per diluted share.

The Company reaffirmed its 2006 earnings guidance range of $3.10-
$3.30 per diluted share (non-GAAP), noting that the Enron
settlement is expected to place Energen's 2006 earnings toward the
middle of this range.

Energen Corporation (NYSE: EGN) -- http://www.energen.com/-- is a  
diversified energy holding company with headquarters in
Birmingham, Alabama.  Its two lines of business are the
acquisition and development of domestic, onshore natural gas, oil
and NGL reserves and natural gas distribution in central and north
Alabama.

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.


ENTERGY NEW ORLEANS: Plaintiffs Want Rehearing Request Denied
-------------------------------------------------------------
The Gordon and Lowenburg Plaintiffs ask the U.S. Bankruptcy Court
for the Eastern District of Louisiana to deny Entergy New Orleans,
Inc.'s request for a rehearing or clarification on the Court's
reasons behind the October 13, 2006 order that partially granted
the Debtor's request for summary judgment on the Motions for Class
Certification filed by the Gordon and Lowenburg Plaintiffs.

The Plaintiffs include Reverend C.S. Gordon, Jr., on behalf of the
New Zion Baptist Church, J. Michael Malek, Darryl Malec-Wiley,
Willie Webb, Jr., Masison St. Charles LLC, dba Quality Inn Maison
St. Charles; and Thomas P. Lowenburg, Martin Adamo, Vern Baxter,
Philip D. Carter, Bernard Gordon, Leonard Levine, Ivory S. Madison
and Donetta Dunn Miller.

Luke F. Piontek, Esq., at Roedel, Parsons, Koch, Blache, Balhoff
& McCollister, in Baton Rouge, Louisiana, says that because ENOI
lacks standing to appeal, it also lacks standing to request a
rehearing on the reasons for the Court's judgment.  

According to Mr. Piontek, a prevailing party cannot complain about
the reasons for a ruling in its favor, because it is not
"aggrieved" by the favorable judgment.

ENOI, as the prevailing party, lacks standing to attack the
reasons for judgment and its request is not the proper stuff of
motions for rehearing or to alter or amend the judgment, Mr.
Piontek maintains.

He says that it is a bedrock principle that the law affords remedy
only to those who have been aggrieved, which is not applicable in
ENOI's situation since the Court's ruling was not against it.  

ENOI cannot appeal the fact that the reasons it prevailed on the
motions for summary judgment were different that it would have
preferred, therefore it cannot request a rehearing or modification
of the Court's order, and ENOI lacks standing to challenge the
Court's ruling, Mr. Piontek reiterates.

If the Court finds that ENOI has standing to request an alteration
or amendment of an order in its favor because it is disgruntled
with the reasons for the judgment, Mr. Piontek says the Court
should still deny the request for rehearing because ENOI has
failed to meet the test required to justify an alteration or
amendment of a Court order pursuant to Rule 59(c) of the Federal
Rules of Bankruptcy Procedure.

Mr. Piontek says that the three categories must exist if a Court
will consider the alteration or amendment of a prior order:

   (i) if there are manifest errors of law or fact that must be
       corrected to prevent manifest injustice;

  (ii) if new evidence bearing on the order has been discovered
       since the order was rendered; or

(iii) if there has been intervening change of controlling law.

He asserts that the Court should deny ENOI's request for a
rehearing because ENOI has not shown any manifest error of fact or
law by the Court nor cited any newly discovered evidence, and it
has not set forth any reason for the Court to modify its order.

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)


EQUITY ONE: Fitch Pares Rating on Class B-2 Certs. to B from BB
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Equity One ABS, Inc.'s
Mortgage pass-through certificates:

Series 2002-3:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 downgraded to 'BB' from 'BBB+'; and,
  -- Class B-2 downgraded to 'B' from 'BB'.

Series 2002-4:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A'; and,
  -- Class B downgraded to 'BBB-' from 'BBB.


The collateral on the aforementioned transactions consists of
adjustable- and fixed-rate mortgage loans secured by first and
second liens on one- to four-family dwellings, all of which were
extended to subprime borrowers.  Equity One is the originator and
servicer of all loans, and currently has a servicer rating of
'RPS2-' provided by Fitch.

The affirmations reflect adequate levels of credit enhancement to
future expected losses, and affect approximately $71.61 million in
outstanding certificates.  The downgrades reflect a deterioration
in the relationship between CE and future expected losses, and
affect approximately $7.95 million in outstanding certificates.

As of the November 2006 distribution date, series 2002-3 has a
pool factor of 13.27%, and is 53 months seasoned.  The pool has
incurred cumulative losses of approximately $6.37 million, or
2.25% of the original balance.  The transaction has an
overcollateralization amount of $1,404,815 which is $548,632 less
than its target of $1,953,448.  

Classes B-1 and B-2 were downgraded due to diminishing amounts of
excess spread relative to realized losses.  Monthly losses have
exceeded excess spread for the last 12 months.  

Fitch expects this negative trend to continue.  Class B-2 was
recently downgraded during the last review in September 2006.

As of the November 2006 distribution date, series 2002-4 has a
pool factor of 15.48% and is 51 months seasoned.  The pool has
incurred cumulative losses of approximately $5.73 million, or 1.9%
of the original balance.  

The OC amount is $3,724,870 which is $22,908 off its target amount
of $3,747,778.  Class B was downgraded due to similar reasons as
2002-3.  Like series 2002-3, excess spread has not covered losses
for any month over the past year, and OC is off target.  However,
2002-4 benefits from higher levels of CE.


EXECUTE SPORTS: Posts $1 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Execute Sports Inc., fka Padova International USA Inc., filed its
third quarter financial statements for the three months ended
Sept. 30, 2006, with the Securities and Exchange Commission.

The company reported a $1,065,502 net loss on $263,557 of revenues
for the three months ended Sept. 30, 2006, compared with
a $340,007 net loss on $51,392  of revenues in the comparable
period of 2005.

At Sept. 30, 2006, the company's balance sheet showed $2,909,496
in total assets, $1,670,556 in total liabilities, and $1,238,940
in total stockholders' equity.

The Company's September 30 balance sheet also showed strained
liquidity with $1,534,247 in total current assets available to pay
$1,670,556  in total current liabilities coming due within
the next 12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?162f

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 5, 2006,
Bedinger & Company, in Concord, Calif., raised substantial
doubt about Execute Sports's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations.

                       About Execute Sports

Execute Sports Inc. markets and sells water sports clothing,
apparel, and motorcycle accessories.  On March 3, 2005, the
Company changed its name from Padova International U.S.A. Inc. to
Execute Sports Inc.


EXIDE TECH: Completes $290 Mil. 10-1/2% Sr. Notes Exchange Offer
----------------------------------------------------------------
Exide Technologies completed its exchange offer of up to
$290,000,000 in 10-1/2% senior secured notes due 2013 for all
outstanding 10-1/2% senior secured notes due 2013 that were issued
and sold in a private placement offering in March 2005.

The exchange offer expired at 5:00 pm, New York City time, on
Nov. 27, 2006.

The new notes are substantially identical to the notes for which
they were exchanged, except that the new notes have been
registered under the Securities Act of 1933 and the transfer
restrictions and registration rights provisions on the original
notes do not apply to the new notes.

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and  
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.

                        Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about Exide
Technologies' 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 and negative cash flows from
operations.  The auditing firm also said that, given the company's
past financial performance in comparison to its budgets and
forecasts, there is no assurance the Company will be able to meet
the budgets and forecasts and be in compliance through
March 31, 2007, with one or more of the debt covenants of its
Senior Secured Credit Facility.


FAIRCHILD SEMICON: Court Postpones Power Integrations Trial
-----------------------------------------------------------
Fairchild Semiconductor disclosed that the jury trial set to begin
yesterday against Power Integrations Inc. has been canceled by
order of the Delaware U.S. District Court.  The court questioned
whether the KSR v. Teleflex case, currently pending before the
U.S. Supreme Court, and argued only days ago on Nov. 28, 2006,
might affect the dispute between Fairchild and Power Integrations.

The court found that the same issue of obviousness, a defense to
the validity of the Power Integrations patents, "permeates the
validity contentions in this case."  At issue in the KSR case is
whether the defense of obviousness has been improperly restricted
by lower court rulings.  

The court reset the Power Integrations v. Fairchild Semiconductor
jury trial on validity issues to May 7, 2007.

                          About Fairchild

Fairchild Semiconductor -- http://www.fairchildsemi.com/--   
supplies power products to electronic applications in the
computing, communications, consumer, industrial and automotive
segments.  Fairchild's 9,000 employees design, manufacture and
market power, analog & mixed signal, interface, logic, and
optoelectronics products.

                           *     *     *

Moody's Investors Service confirmed Fairchild Semiconductor
Corp.'s Ba3 corporate family rating in connection with the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.


FIRST FRANKLIN: Fitch Pares Class M-3 Certificates Rating to BB-
----------------------------------------------------------------
Fitch takes rating actions on First Franklin Financial
Corporation's residential mortgage-backed certificates:

   * Series 2001-FF2

      -- Classes A-1 and A-2 affirmed at 'AAA';
      -- Class M-1 rated 'AA' is placed on Rating Watch Negative;
      -- Class M-2 downgraded to 'BBB-' from 'A-'; and,
      -- Class M-3 downgraded to 'BB-' from 'BBB-'.

The affirmations, affecting approximately $18.6 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.  The
Rating Watch Negative status affects approximately $4.2 million on
the outstanding certificates.

The downgrades, affecting approximately $3.2 million of the
outstanding certificates, are taken as a result of a deteriorating
relationship between credit enhancement and expected loss.

Since Fitch last took rating action on series 2001-FF2 in May
2006, monthly losses have exceeded excess spread 5x and continue
to deplete the overcollateralization.  As of the Nov. 2006
distribution date, the OC is missing its $1,056,775 target by
$372,813.  The cumulative loss as a percentage of the original
pool balance is 1.3% and the delinquency rate as a percentage of
the current pool balance is 27.3%.  The pool is 60 months seasoned
and has a pool factor of 6%.  As the transaction continues to
season, losses are expected to increase relative to excess spread
and the OC is expected to continue to decline.

The collateral of the above transaction consists of subprime,
fixed-rate mortgage loansand adjustable-rate mortgage loans.  In
addition, the certificates are supported by two collateral groups,
one consists of loans with principal balances that conform to
Fannie Mae and Freddie Mac guidelines and the other consists of
loans with principal balances that may or may not conform to
Fannie Mae and Freddie Mac guidelines.  The loans were originated
or acquired by First Franklin Financial Corp. and are serviced by
Option One Mortgage Corp., which is rated 'RPS1' by Fitch.


FIRST HORIZON: Fitch Rates $1 Mil. Class B-5 Certificates at B
--------------------------------------------------------------
Fitch rates First Horizon Alternative Mortgage Securities Trust
mortgage pass-through certificates, Series 2006-AA7:

   -- $234.8 million classes A-1, A-2 and A-R senior
      certificates 'AAA';
   
   -- $7.75 million class B-1 certificates 'AA';

   -- $2.5 million class B-2 certificates 'A';

   -- $1.87 million class B-3 certificates 'BBB';

   -- $1.25 million class B-4 certificates 'BB'; and

   -- $1.0 million class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6.1%
subordination provided by the 3.1% class B-1 , the 1% class B-2,
the 0.75% class B-3, the 0.5% privately offered class B-4, the
0.4% privately offered class B-5 and the 0.35% privately offered
class B-6.  These certificates were rated on Nov. 30, 2006.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch Ratings.

Substantially all of the mortgage loans were underwritten to First
Horizon's 'Super Expanded Underwriting Guidelines'.  These
guidelines are less stringent than First Horizon's general
underwriting guidelines and could include limited documentation,
higher loan-to-value ratios and lower FICO scores.  Mortgage loans
underwritten to the 'Super Expanded Underwriting Guidelines' could
experience higher rates of default and losses than loans
underwritten using First Horizon's general underwriting
guidelines.

As of the cut-off date, Nov. 1, 2006, the aggregate pool consists
of conventional, fully amortizing, adjustable-rate mortgage loans
secured by first liens on single-family residential properties,
substantially all of which have original terms to maturity of 30
years.  The loans have an initial fixed interest rate period of
five years.  Thereafter, the interest rate will adjust semi-
annually based on the sum of six-month LIBOR index and a gross
margin specified in the applicable mortgage note.

Approximately 86.6% of the mortgage loans in the aggregate pool
have interest only payments scheduled for a period of ten years
following the origination date of the mortgage loan.  Thereafter,
monthly payments will be increased to include principal and
interest payments to sufficiently amortize the loan over the
remaining term.  The principal balance of the aggregate pool is
$250,016,929 and the average principal balance is approximately
$284,433.  The mortgage pool has a weighted average original loan-
to-value ratio of 73.17% and the weighted average FICO is 724.
Rate/Term and cash-out refinance loans account for 12.06% and
31.28% of the pool, respectively.  Second homes represent 6.62% of
the pool, and investor occupancies represent 29.64% of the pool.

The top five states with the largest concentrations are
California, Arizona, Virginia, Florida, and Nevada.

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


FLYI INC: QVT Financial Acquires 6,899,259 Shares of Stock
----------------------------------------------------------
QVT Financial LP discloses in a regulatory filing with the
Securities and Exchange Commission that it has acquired   
6,899,259 shares or 9.3% of FLYi Inc. common stock.

QVT Financial is the investment manager for QVT Fund LP, which
beneficially owns 5,797,436 shares of FLYi Common Stock issuable
upon conversion of the issuer's convertible notes.  QVT Financial
is also the investment manager for a separate discretionary
account managed for Deutsche Bank AG, which holds 1,101,823
shares of Common Stock.

Daniel Gold, managing member of QVT Financial, relates that the
company has the power to direct the vote and disposition of the
Common Stock held by the Fund and the Separate Account.

According to Mr. Gold, QVT Financial may be deemed to be the
beneficial owner of an aggregate amount of 6,899,259 shares of
Common Stock, consisting of the shares beneficially owned by the
Fund and the Separate Account.

Moreover, QVT Financial GP LLC, as general partner of QVT
Financial, may be deemed to beneficially own the same number of
shares of Common Stock reported by QVT Financial.  QVT Associates
GP LLC, as general partner of the Fund, may be deemed to
beneficially own the same number of shares of Common Stock
reported by the Fund.

Mr. Gold discloses that the reported share amounts reflect the
amounts beneficially owned by QVT Financial as of February 16,
2006, and those owned by the Fund as of April 4, 2006, as
adjusted for subsequent transactions through November 22, 2006.

Each of QVT Financial and QVT GP disclaim beneficial ownership of
the shares owned by the Fund and those held in the Separate
Account.

QVT Associates disclaims beneficial ownership of all shares of
Common Stock owned by the Fund, except to the extent of its
pecuniary interest.

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FLYI INC: Anticipates Existing Common Stock to be Cancelled
-----------------------------------------------------------
FLYi Inc. anticipates that the likely outcome of its Chapter 11
case is that its existing common stock will be cancelled without
consideration and that its stock will have no value.

Richard Kennedy, president, general counsel, and corporate
secretary of FLYi, discloses in a regulatory filing with the
Securities and Exchange Commission that it is impossible to
determine the extent of recoveries of creditors of FLYi or of any
of its affiliated companies, as those will continue to be
dependent on:

   (i) the completion of the asset recovery and allocation
       process;

  (ii) the determination of the total claims pool; and

(iii) the finalization and confirmation of a plan of
       liquidation.

None of those has been completed at this time, Mr. Kennedy
states.

The FLYi stock and recoveries of any claims by creditors against
any of the FLYi related companies' bankruptcy estates are highly
speculative, and the Company urges investors to use extreme
caution in any investment decisions, Mr. Kennedy says.

As previously reported, FLYi had entered into an agreement with
United Air Lines on April 11, 2006, to resolve, with certain
limited exceptions, all of the claims and disputes among them,
that it had received 3,266,366 shares of New UAL Common Stock as
its initial distribution, and that it had sold these shares for
total net cash proceeds of $95,751,494.

In October 2006, FLYi received 252,105 shares of New UAL Common
Stock as its second distribution pursuant to the agreement.  The
company sold all of those additional shares in a series of
transactions between October 13 and October 17, 2006, for total
net cash proceeds of $7,624,431.  The net cash proceeds received
year-to-date from the sale of New UAL Common Stock, in
conjunction with the April 11, 2006 agreement, totals
$103,375,925.

Mr. Kennedy states that FLYi may receive additional shares of New
UAL Common Stock as other disputed claims in the UAL bankruptcy
subject to the reserve subsequently are allowed.

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FOAMEX INT'L: Class 3 Claims Impaired Under Second Amended Plan
---------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates' second
amended plan of reorganization reflects the impairment of Class 3
claims -- the Senior Secured Note Claims -- based on the proposed
settlement of the adversary proceeding commenced by the Debtors
against U.S. Bank National Association, on Nov. 3, 2006.

Pursuant to the second amended plan, if holders of the Class 3
claims vote to accept the second amended plan, then each holder of
an Allowed Senior Secured Note Claim will receive, in addition to
any deemed receipt of its pro rata share of the Senior Secured
Notes Adequate Protection Professional Payments, cash in an amount
equal that holder's:

   (a) Allowed Senior Secured Note Base Claim plus Post-Petition
       Interest; and

   (b) pro rata share of the Senior Secured Note Premium
       Settlement Amount.

In the event that Class 3 holders vote to reject the Plan, the
Senior Secured Base Note Base Claim plus Post-Petition Interest
will be allowed but the Senior Secured Note Premium Claim will be
disputed.

The Class 3 claims are deemed allowed for $315,139,583 plus Post-
Petition Interest and the Senior Secured Note Settlement Amount,
according to the second amended plan.  The allowed amounts of the
Post-Petition Interest and the Senior Secured Note Premium Claim
may vary depending on whether the Class 3 votes to reject or
accept the second amended plan.

The second amended plan also provides changes to the treatment or
the estimated total allowed amount for five other groups of
claims:

Class  Description    Recovery  Claim Treatment
-----  -----------    --------  ---------------
N/A   Administrative   100%    Except for the Professionals Fee
       Claims                   Claims, each holder will be paid
                                in cash, in full.

                                Unimpaired.
                                Estimated Amount: $332,645.

N/A   Priority Tax     100%    Each holder will be paid in cash,
       Claim                    in full, or be paid over a six-
                                year period with interest at the
                                statutory rate under applicable
                                federal, state or local law.

                                Unimpaired.
                                Estimated Amount: $1,659,565.

  1    Other Priority   100%    Each holder will be paid in cash,
       Claims                   in the full nominal amount.

                                Unimpaired.
                                Estimated Amount: $394,786.

  4    Senior           100%    Each holder will be paid in cash,
       Subordinated             in full, plus postpetition
       Note Claims              interest.

                                Unimpaired.
                                Estimated Amount: $208,150,131

  5    General          100%    Each holder will be paid in cash,
       Unsecured                in full, plus postpetition
       Claims                   interest

                                Unimpaired.
                                Estimated Amount: $13,007,468.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INTERNATIONAL: Must Mail Solicitation Packages by Dec. 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directs
Foamex International Inc. and its debtor-affiliates to mail or
cause to be mailed by Dec. 7, 2006, the Solicitation Packages to
the claim or equity security holders entitled to vote on their
Second Amended Plan of Reorganization.

Under the Second Amended Plan, the parties entitled to vote to
accept or reject the Second Amended Plan are:

   (1) claim holders of Class 3 claims -- Senior Secured Note
       Claims;

   (2) interest holders of Class 9 -- Existing Preferred Stock;
       and

   (3) interest holders of Class 10 -- Existing Common Stock.

Prior to the transmission of the Solicitation Packages, the Court
authorizes the Debtors to fill any missing dates and information,
correct any typographical errors, reformat and make other non-
material, non-substantive changes to the Second Amended
Plan and Disclosure Statement and any other materials in the
Solicitation Package as they deem appropriate.

The Court directs the Debtors to serve the Unimpaired Party
Notices to holders of these unimpaired claims pursuant to the
Second Amended Plan:

   (a) Administrative Claims, Priority Tax Claims, and DIP
       Financing Claims;

   (b) Class 1 claims -- Other Priority Claims;

   (c) Class 2 claims -- Other Secured Claims;

   (d) Class 4 claims -- Senior Subordinated Note Claims;

   (e) Class 5 claims -- General Unsecured Claims;

   (f) Class 6 claims -- Unliquidated Claims;

   (g) Class 7 claims -- Intercompany Claims;

   (h) Class 8 claims -- Equity Interests in Surviving Debtor-
       Subsidiaries; and

   (i) Class 11 claims -- Other Common Equity Interests in Foamex
       International.

The Court sets November 15, 2006, as the record date with respect
to all holders of claims and equity interests in the
Debtors entitled to vote on the Second Amended Plan.

All ballots and master ballots must be delivered to Bankruptcy
Services LLC, the Debtors' Court-appointed balloting agent, by
Jan. 4, 2007, at 4:00 p.m., prevailing Eastern Time.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: November U.S. Sales for New Cars & Trucks Up 6%
---------------------------------------------------------------
General Motors dealers in the United States sold 297,556 new cars
and trucks in November, a 6% increase compared with last year.

Beginning with the 2007 model year in September, retail sales are
up 13% while retail sales for November were up 11% compared with a
year ago.

Retail truck sales were up 17%, led by a 29% increase in large
pickup retail sales such as Chevy Silverado and GMC Sierra and a
36% increase in luxury utility retail sales, including triple-
digit retail increases for the entire Cadillac Escalade lineup.
Retail car sales were up 1%, led by Chevrolet Impala, Buick
Lucerne, Pontiac G5, Saturn Aura, and Cadillac CTS.

"We continue to experience strong customer demand for our lineup
of fuel efficient vehicles and new launch products.  In a
challenging market, we are pleased to be gaining momentum with our
truck lineup, which we attribute to offering the best fuel economy
and the best warranty in the segment," General Motors North
America vice president for vehicle sales, service, and marketing
Mark LaNeve said.

"Importantly, sales were solid throughout the month with dealers
driving traffic with our annual year-end Red Tag Event."  The Red
Tag Event runs through Jan. 2, 2007.

GMC, Cadillac, Chevrolet, Buick, Saab, and Saturn all had retail
sales increases in November.  GMC was up 23% retail, compared with
a year ago, with double-digit sales increases for the Sierra,
Yukon and Yukon XL.

Cadillac retail sales were up 26%, with a 15% increase in CTS and
triple-digit increases for the entire Escalade lineup.  Chevrolet
retail sales were up 9%, with retail increases by Silverado, up
23%; Tahoe, up 50%; and Suburban, up 36%.

Buick retail sales were up 38%, led by Lucerne, which saw a sales
increase of more than 6,000 vehicles compared with last November.
Saab retail sales were up 25%, driven by an 87% hike for 9-5, a
64% rise for 9-7X and an 11% retail increase for 9-3.  Lastly,
Saturn retail sales were up 14% as the all-new 2007 Aura and Sky
continue to bring new customers into the Saturn family.

"Our Manufacturing team worked extremely hard on a high-quality
launch and has already produced more than 50,000 new 2007 Chevy
Silverados and GMC Sierras," Mr. LaNeve added.

"This accelerated launch means we are in the marketplace 13 weeks
ahead of schedule -- and most importantly -- ahead of the
competition with the best quality, fuel economy, and value in the
important full-size pickup segment."

GM continues to reduce its reliance on daily rental sales.  Sales
to daily rental companies were down 13% compared with year-ago
levels, while non-daily rental fleet business was up 5%.  Overall
fleet sales of 80,452 vehicles were down 7% compared with last
November.

                      Certified Used Vehicles

November sales for GM Certified Used Vehicles, Cadillac Certified
Pre-Owned Vehicles, Saab Certified Pre-Owned Vehicles, and HUMMER
Certified Pre-Owned Vehicles, were 42,006 down 1% comparable with
last November's sales.  Certified sales from Saturn Certified
Pre-Owned Vehicles were not available at the time of this release.
Total year-to-date certified GM sales, excluding November sales of
Saturn Certified Pre-Owned Vehicles, are 478,389 units, down 1%
compared with the same period last year.

GM Certified Used Vehicles, the industry's top selling certified
pre-owned brand, posted 36,485 sales in November, down 1.7% from
November 2005.  Year-to-date sales for GM Certified Used Vehicles
are 413,688 units, comparable to last year's results for the same
period.

Cadillac Certified Pre-Owned Vehicles posted 3,545 sales in
November, up 16% from last November.  Saturn certified pre-owned
sold 1,351 units down 25%.  Saab Certified Pre-Owned Vehicles sold
514 units, up nearly 5%.  In its eleventh month of operation,
HUMMER Certified Pre-Owned sold 112 units.

"Cadillac Certified Pre-Owned Vehicles continues to roll along
with another strong monthly sales performance.  For the month,
they were up 16% over November 2005, with year-to-date sales up 8%
from the same period last year," Mr. LaNeve said.  "Through
November, GM Certified Used Vehicles, the industry's top-selling
certified brand, sold 413,688 units, comparable to its category
record annual sales in 2005."

         GM North America Reports November 2006 Production

In November, GM North America produced 360,000 vehicles (148,000
cars and 212,000 trucks).  This is down 71,000 units or 16%
compared with November 2005 when the region produced 431,000
vehicles (169,000 cars and 262,000 trucks).  (Production totals
include joint venture production of 20,000 vehicles in November
2006 and 30,000 vehicles in November 2005.)

The region's 2006 fourth quarter production forecast is unchanged
at 1.110 million vehicles (449,000 cars and 661,000 trucks).  In
the fourth quarter of 2005 the region produced 1.281 million
vehicles (483,000 cars and 798,000 trucks).

Additionally, the region's initial 2007 first quarter production
forecast is set at 1.140 million vehicles (457,000 cars and
683,000 trucks), down 9% from actual first quarter of 2006
results.  The majority of the production decrease in the first
quarter is attributed to GM's ongoing efforts to reduce low-margin
daily rental fleet sales.  The remainder of the cuts is attributed
to shifting production to the company's new full-size pickups and
the ongoing management of inventories.

          Initial 2007 First Quarter Production Forecasts
                   For Its International Regions

GM Europe

GM Europe's 2006 fourth quarter production forecast is unchanged
at 445,000 units.  In the fourth quarter of 2005 the region built
443,000 vehicles.  The region's initial 2007 first quarter
production forecast is set at 508,000 vehicles.

GM Asia Pacific

The region's 2006 fourth quarter production forecast is unchanged
at 504,000 units.  In the fourth quarter of 2005 the region built
420,000 vehicles.  GM Asia Pacific's initial 2007 first quarter
production forecast is set at 539,000 vehicles.

GM Latin America, Africa, and the Middle East

The region's 2006 fourth quarter production forecast is unchanged
at 215,000 units.  In the fourth quarter of 2005 the region built
188,000 vehicles.  The region's 2007 first quarter production
forecast is set as 214,000 vehicles.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the    
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 327,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s $1.5 billion senior term loan
facility, expiring 2013, with a recovery rating of '1'.

At the same time, Standard & Poor's Ratings Services assigned its
'B+' bank loan rating to General Motors Corp.'s $1.5 billion
senior term loan facility, expiring 2013, with a recovery rating
of '1'.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
$1.5 billion secured term loan of General Motors Corporation.


GMAC LLC: Fitch Upgrades Issuer Default Rating to BB+
-----------------------------------------------------
Fitch Ratings upgraded GMAC LLC's Issuer Default Rating to 'BB+'
from 'BB' and Residential Capital LLC's IDR to 'BBB' from 'BBB-'
after the closing of the sale of a controlling interest in GMAC to
a consortium led by Cerberus FIM Investors, LLC.

The ratings for GMAC and ResCap have also been removed from Rating
Watch Positive, where they were originally placed on Apr. 3, 2006.

The Rating Outlook for GMAC, ResCap and related subsidiaries is
Positive.

The ratings of GMAC Bank have been withdrawn as this entity has
been effectively merged into GMAC Automotive Bank.

With the closing of the transaction, the ratings of GMAC will no
longer be directly linked to those of General Motors Corp., in the
sense that a rating action on GM will not automatically translate
into a similar action at GMAC.  Rather, Fitch will view GMAC's
relationship with GM as one of a significant customer
concentration.

As such Fitch would consider how issues at GM, such as labor
disruption or weakening market share could impact GMAC's business.  
If such events would be material, Fitch would factor that into the
rating.  Nonetheless, Fitch's ratings can withstand a fair degree
of weakening at GM.

Fitch's upgrade of GMAC reflects a number of factors.

First, it recognizes the good record of operating performance the
company has demonstrated, despite significant challenges over the
past five years.  The company's most recent quarter
notwithstanding, Fitch expects GMAC will continue to maintain good
operating performance, with solid earnings while maintaining
credit and capital discipline.

Fitch's upgrade also considers the company's capitalization on a
risk-adjusted basis.  Under Fitch's own standards, GMAC has over
the past few years reported solid risk-adjusted capital levels,
commensurate with a higher rating.  Fitch continues to believe
that the good capital discipline witnessed at the company will
remain.

Fitch also recognizes the good liquidity management the company
has demonstrated over a very stressful period.  GMAC has been
successful obtaining alternative financing sources such as whole
loan sales and greater use of securitization to fund its balance
sheet as access to capital became more difficult.

In addition, the company has carried significant committed
liquidity support to protect itself.  Fitch notes that the
company's dealer floorplan securitization program, SWIFT, has
covenants related to a GM bankruptcy.  Under such a scenario, a
filing by GM would accelerate maturities of the notes issued out
of the trust, creating a significant call on liquidity.  

At Nov. 30, 2006, there was approximately $18 billion of SWIFT
notes outstanding.  Although a concern, Fitch expects GMAC to have
in place contingent liquidity to address such a scenario.
Moreover, Fitch expects that future floorplan transactions would
not contain such a GM bankruptcy trigger.

Fitch is maintaining its two notch differential between GMAC and
ResCap, however, given certain changes in the operating agreement
between GMAC and ResCap, necessitated by the GMAC Bank
restructuring, Fitch may narrow the notching between GMAC and
ResCap over time particularly as ResCap approaches its stand-alone
rating of mid to high 'BBB'.

The Positive Rating Outlook reflects Fitch's view that should GMAC
be successful in prudently growing non-GM related financing and
insurance businesses, improving operational efficiencies, and
maintaining disciplined underwriting, ratings could be raised from
the current levels.

Fitch has upgraded and removed these ratings from Rating Watch
Positive:

   * GMAC LLC

   * GMAC International Finance B.V.

   * GMAC Bank GmbH

   * General Motors Acceptance Corp., Australia

   * General Motors Acceptance Corp. of Canada Ltd.

      -- Issuer Default Rating to 'BB+' from 'BB';
      -- Senior unsecured debt to 'BB+' from 'BB'.

   * Residential Capital LLC

      -- Issuer Default Rating to 'BBB' from 'BBB-';
      -- Senior debt to 'BBB' from 'BBB-';
      -- Subordinated debt to 'BBB-' from 'BB+';
      -- Short-term Issuer to 'F2' from 'F3'.
      -- The Rating Outlook is Positive

Ratings affirmed by Fitch:

   * GMAC LLC

   * GMAC International Finance B.V.

   * GMAC Bank GmbH

   * GMAC Australia Finance

   * General Motors Acceptance Corp. (U.K.) Plc.

   * General Motors Acceptance Corp. Australia

   * General Motors Acceptance Corp. of Canada Ltd.
   
   * General Motors Acceptance Corp. (N.Z.) Ltd.

      -- Short-term Issuer 'B';
      -- Short-term debt 'B'.

These ratings are removed from Rating Watch Evolving, affirmed and
subsequently withdrawn:

   * GMAC Bank

      -- Issuer Default Rating 'BBB-';
      -- Long-term deposits 'BBB';
      -- Short-term deposits 'F3';
      -- Short-term Issuer 'F3';
      -- Individual 'B/C'; and
      -- Support '3'.


GOLD KIST: Inks $1.1 Bil. Merger Agreement with Pilgrim's Pride
---------------------------------------------------------------
Gold Kist Inc. and Pilgrim's Pride Corporation entered into a
definitive merger agreement under which Pilgrim's Pride will
acquire all of the outstanding shares of Gold Kist common stock
for $21 per share in cash.  The transaction, which was unanimously
approved by the boards of directors of both Pilgrim's Pride and
Gold Kist, has a total equity value of approximately $1.1 billion,
plus the assumption of approximately $144 million of Gold Kist's
debt.

Together, Pilgrim's Pride and Gold Kist will create the world's
leading chicken company in terms of production and the third-
largest U.S. meat protein company by revenues.  The combined
company will have a broad geographic reach and customer base,
while maintaining a balanced portfolio of fresh chicken and value-
added products.  In particular, the enhanced geographic
diversification will enable the new Pilgrim's Pride to compete
more efficiently both in the U.S. and internationally.

"This is a momentous day for both companies and for the chicken
industry," said Lonnie "Bo" Pilgrim, chairman of Pilgrim's Pride.  
"We believe the combination of these two great companies will
result in substantial value creation for our respective
stockholders, employees, business partners and other
constituencies."

"We are excited about the opportunity to begin realizing the
substantial benefits that will result from the combination between
Pilgrim's Pride and Gold Kist," added O.B. Goolsby, Jr., Pilgrim's
Pride president and chief executive officer.  "The combined
company will be well-positioned to provide even better service to
its customers.  We look forward to welcoming Gold Kist's employees
and contract growers to the Pilgrim's Pride family so they can
participate in the long-term growth opportunities of the combined
company."

Pilgrim's Pride expects to achieve approximately $50 million of
annualized synergies, primarily from the optimization of
production and distribution facilities and cost savings in
purchasing, production, logistics and SG&A.  Pilgrim's Pride
expects the acquisition will be accretive to the company's diluted
earnings per share after the first full year of operations.  
Pilgrim's Pride believes that the combined company will have a
strong financial position and substantial cash flow, enabling it
to consistently reduce debt and return to historical debt levels.

"After careful consideration, the special committee of independent
directors, as well as our entire board, determined that the
Pilgrim's Pride enhanced offer is in the best interests of our
shareholders, employees, growers and customers," said A.D.
Frazier, chairman of Gold Kist.  "Since becoming a public company
more than two years ago, Gold Kist has made significant progress
in achieving its business goals.  We look forward to working with
the Pilgrim's Pride board and management on a smooth integration,
and we recommend that all stockholders embrace this transaction by
tendering their shares into the premium offer."

"This transaction will position the combined company for long-term
growth and leadership in our industry," said John Bekkers,
president and chief executive officer of Gold Kist.  "The
collective talents and expertise of our employees and growers,
along with our combined customer relationships, will represent a
new standard in the chicken business and make Pilgrim's Pride the
preeminent industry player."

The Pilgrim's Pride offer represents an approximately 62% premium
over Gold Kist's closing stock price on Aug. 18, 2006, the last
day of trading before Pilgrim's Pride notified Gold Kist's board
of directors in a public letter that it was offering to purchase
the company.

Under the terms of the merger agreement, Pilgrim's Pride will
amend its tender offer to increase its offer price to $21 per
share and Gold Kist will amend its Schedule 14D-9 to include the
Gold Kist board's recommendation that Gold Kist stockholders
tender their shares to Pilgrim's Pride pursuant to the amended
tender offer.  A revised offer to purchase will be distributed to
Gold Kist stockholders and the scheduled expiration date for the
amended tender offer is 5:00 p.m., New York City Time, Dec. 27,
2006, unless extended.  The offer and related transactions
contemplated by the merger agreement are subject to the
satisfaction of customary closing conditions.  

As reported in the Troubled Company Reporter on Oct. 20, 2006, the
transaction has received early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Baker & McKenzie LLP and Morris, Nichols, Arsht & Tunnell, LLP are
acting as legal counsel and Credit Suisse, Legacy Partners Group
LLC and Lehman Brothers Inc. are acting as financial advisors to
Pilgrim's Pride.  Innisfree M&A Incorporated is acting as
information agent for Pilgrim's Pride's offer.  Lehman Brothers
Inc. and Credit Suisse have provided financing commitments.

Merrill Lynch & Co. and Gleacher Partners LLC are serving as
financial advisors to Gold Kist.  Alston & Bird LLP and Richards,
Layton & Finger P.A. are serving as outside legal counsel to Gold
Kist.  MacKenzie Partners is acting as information agent for Gold
Kist.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corp.
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,  
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.

                          About Gold Kist

Based in Atlanta, Georgia, Gold Kist Incorporated (NASDAQ: GKIS)
-- http://www.goldkist.com/-- operates a fully integrated chicken  
production, processing and marketing business.  Gold Kist's
production operations include nine divisions located in Alabama,
Florida, Georgia, North Carolina and South Carolina.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 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. Consumer Products sector, the rating
agency confirmed its B1 Corporate Family Rating for Gold Kist
Inc., and revised its B3 rating from B2 on the company's
$130 million, 10.250% Guaranteed Senior Global Notes due
March 15, 2014.  Additionally, Moody's assigned an LGD5 rating
to those bonds, suggesting noteholders will experience a 78%
loss in the event of a default.


GSI GROUP: Earns $6.1 Million in 2006 Third Quarter
---------------------------------------------------
The GSI Group Inc. reported a $6.1 million net income on $97.7 of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $5.4 million net income on $107.7 million of revenues for the
same period in 2005.

Net income increased by $0.7 million to $6.1 million for the third
quarter of 2006 from $5.4 million in the same period of 2005,
attributable to the increase in gross profit of $837,000, the
decrease in operating expenses of $982,000, offset by the increase
in other expenses of $1.0 million primarily due to the cost
related to the extinguishment of debt.

At Sept. 30, 2006, the company's balance sheet showed
$254.6 million in total assets, $176.5 million in total
liabilities, $3 million in minority interest, and $75.1 million in
total stockholders' equity.

At Sept. 30, 2006, cash and cash equivalents were $6.5 million,
compared to cash and cash equivalents of $2.5 million at Dec. 31,
2005.  The increase was due to net cash flows of $21.8 million
from operating activities, offset by net cash used in investing
activities of $9.2 million and net cash used in financing
activities of $8.6 million.

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?1644

The GSI Group Inc. -- http://www.grainsystems.com/-- is a  
manufacturer of agricultural equipment. The company's grain, swine
and poultry products are used by producers and purchasers of
grain, and by producers of swine and poultry. The GSI Group, Inc.
is comprised of several manufacturing divisions. Grain Systems
(GSI), and GSI International are the grain storage, drying and
material handling divisions of The GSI Group.

GSI manufactures galvanized steel storage bins and many types of
grain drying systems including portable, stacked, tower and
process dryers. In addition, GSI carries a full line of material
handling equipment including augers, bin sweeps, bucket elevators,
conveyors, distributors, chain loop systems, and grain spreaders.

The GSI Group markets its products to over 75 countries worldwide
through a network of independent dealers to grain/protein
producers and large commercial businesses

                           *     *     *

In May 2005, Moody's Investors Service assigned a B3 rating to the
senior notes of The GSI Group, Inc.  In addition, Moody's affirmed
GSI's existing ratings, including its B2 senior implied rating,
and assigned a speculative grade liquidity rating of SGL-2.

Also in May 2005, Standard & Poor's Ratings Services assigned its
'B' corporate credit rating to GSI Group and assigned its 'B-'
senior secured rating to the $125 million senior unsecured notes
due in 2013.  The outlook was stable.


HANESBRANDS INC: S&P Rates Proposed $500 Million Sr. Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
unsecured debt rating to Winston-Salem, North Carolina-based
intimate apparel and activewear maker Hanesbrands Inc.'s proposed
$500 million senior notes to be issued as a combination of
fixed- and floating-rate notes.

The notes are being offered in the U.S. pursuant to Rule 144A,
with registration rights. Proceeds from the notes will be used to
refinance the company's interim $500 million bridge bank facility.   
The existing 'B-' rating on the $500 million bridge loan facility
will be withdrawn upon the closing of the transaction.

At the same time, existing ratings on the company, including the
'B+' corporate credit rating, were affirmed.

The rating outlook is stable.  

The new senior unsecured notes are rated two notches below the
'B+' corporate credit rating due to the large amount of secured
debt in the capital structure.

"The rating reflects Hanesbrands' high leverage resulting from its
all debt-financed $2.4 billion special dividend to Sara Lee Corp.
following the Sept. 5, 2006 spin-off, the commodity-like nature of
some of its products, the highly competitive and promotional
retail environment, and the company's relatively narrow business
focus," said Standard & Poor's credit analyst Susan Ding.

"There is also execution risk for new management in operating the
company as a standalone entity.  However, these risks are somewhat
mitigated by Hanesbrands' strong and widely recognized brand names
(including Hanes, Champion, Playtex, and Bali), its core
replenishment business (which is less susceptible to fashion
risk), and its relatively stable cash flows."

Due to the significant debt leverage resulting from the special
dividend to Sara Lee, Standard & Poor's expect Hanesbrands to
focus on reducing debt with internally generated cash flow.

Standard & Poor's also expect the company to maintain credit
measures above the median for the rating to offset some of the
inherent risks in the apparel industry.

Standard & Poor's estimate that Hanesbrands will maintain lease-
adjusted operating margins in the 13% range, EBITDA interest
coverage at more than 2.5x, and total debt to EBITDA at less than
4.5x pro forma for the notes transaction.


HOME PRODUCTS: Debt Restructuring Cues Moody's to Junk Ratings
--------------------------------------------------------------
Moody's Investors Service lowered Home Products International,
Inc.'s corporate family rating to Caa3 from Caa1, and its senior
subordinated notes rating to Ca from Caa2.

The rating action was prompted by HPI's Nov. 2006 report that it
reached an agreement in principle with certain noteholders holding
a majority of the senior subordinated notes regarding the terms of
a restructuring of the company's indebtedness.

Additionally, the company did not make the interest payment due
Nov. 15th on its senior subordinated notes, resulting in the
probability-of-default rating being lowered to D.  As part of the
restructuring, holders of the senior subordinated notes would
convert their debt holdings for 95% of the equity of the
reorganized company.  

Moody's will withdraw the ratings upon completion of the proposed
debt restructuring.

Ratings downgraded:

   -- Corporate family rating, to Caa3 from Caa1;

   -- Probability-of-default rating, to D from Caa1;

   -- $116 million 9.625% senior subordinated notes due 2008, to
      Ca from Caa2, LGD4, 66%.

Home Products International, Inc. is a leading supplier of value-
priced laundry management products, general storage products,
closet storage products, bathware products and kitchen storage
products to large national retailers.  The company reported
revenues over $200 million in 2005.


HOMETOWN COMMERCIAL: Fitch Puts Low-B Ratings on Six Certificates
-----------------------------------------------------------------
Hometown Commercial Capital Trust 2006-1 commercial mortgage pass-
through certificates are rated by Fitch Ratings as:

   -- $125,694,000 class A 'AAA';
   -- $141,546,000 Class X 'AAA';
   -- $3,357,000 Class B 'AA';
   -- $1,679,000 Class C 'AA-';
   -- $3,170,000 Class D 'A';
   -- $4,289,000 Class E 'BBB+';
   -- $1,492,000 Class F 'BBB';
   -- $1,865,000 Class G 'BBB-';
   -- $1,119,000 Class H 'BB+';
   -- $560,000 Class J 'BB';
   -- $746,000 Class K 'BB-';
   -- $372,000 Class L 'B+';
   -- $560,000 Class M 'B'; and,
   -- $559,000 Class N 'B-';

The $3,730,752 Class O is not rated by Fitch.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are
45 fixed rate loans having an aggregate principal balance of
approximately $149,192,752, as of the cutoff date.


HUDSON PRODUCTS: Moody's Rates Proposed $120MM Sr. Facility at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Hudson Products Holdings, Inc.  

Additionally, Moody's assigned a B1 rating to the company's
proposed $120 million senior secured credit facility.

Moody's has not rated the company's $48 million senior
subordinated notes.

The rating outlook is stable.

These are the rating actions:


   * Corporate family rating, B2
   * Probability of default rating, B2
   * $95 million senior secured term loan due 2013, B1, LGD3, 35%
   * $25 million senior secured revolver due 2011, B1, LGD3, 35%.

The ratings remain subject to Moody's review of final
documentation.

Hudson's B2 corporate family rating reflects:

   -- the high pro forma leverage at closing (5.5x debt-to-
      EBITDA, debt-to-revenue greater than 1.1x)

   -- the company's small size; and,

   -- its vulnerability to the cyclical nature of the oil and gas
      industry which is a key end market for the company's fans
      and air-cooled heat exchangers.

The company's strong market position and significant installed
base, which result in part sales, high margin service, retrofits
and upgrades, support the rating.

Additionally, the company's market leadership position in fans and
air-cooled heat exchangers, its global presence for a relatively
small company, and favorable near-term industry dynamics support
the rating.

Hudson's significant backlog and customers' announced capital
expansions provide near-term revenue visibility and mitigate some
of the credit risk inherent to the company's nominal revenue base
thereby supporting the stable outlook.

The Sterling Group L.P. has signed a letter of intent to acquire
Hudson for $194 million in cash, which represents a 7.5x multiple
of the company's adjusted EBITDA of $25.8 million for the trailing
twelve months ended Sept. 30, 2006.

Sterling intends to finance the acquisition with the
aforementioned credit facility, senior subordinated notes and a
$51 million equity contribution.

Hudson, headquartered in Sugar Land, Texas, is a leading, global
heat transfer solutions firm providing engineered thermal
processing products to the petroleum, natural gas, power
generation, and chemical industries.  Revenues for the trailing
12 months ended Sept. 30, 2006, were just over $115 million.


IGI INC: Posts $510,000 Net Loss for Third Quarter Ended Sept. 30
-----------------------------------------------------------------
IGI Inc. filed its third quarter financial statements for the
three months ended Sept. 30, 2006, with the Securities and
Exchange Commission reporting a $510,000 net loss on $658,000 of
revenues for the three months ended Sept. 30, 2006, compared with
a $615,000 net loss on $732,000 of sales in the comparable
period of 2005.

At Sept. 30, 2006, the company's balance sheet showed $4,776,000
in total assets, $2,290,000 in total liabilities, and $2,486,000
in total stockholders' equity.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1637

                        Going Concern Doubt

Amper, Politziner & Mattia, P.C. expressed substantial doubt on
IGI, Inc.'s ability to continue as going concern after it audited
the Company's financial statement for the year ending Dec. 31,
2005.  The auditing firm pointed to the Company's recurring
operating losses and a working capital deficiency of $501,000.

                          About IGI Inc.

Headquartered in Buena, New Jersey, IGI Inc. (AMEX:IG) --
http://www.askigi.com/-- is a technology company focused on the
development of custom products using the patented Novasome(R)
delivery technology.  The Company offers the patented Novasome(R)
lipid vesicle encapsulation technology which contributes value-
added qualities to cosmetics, skin care products, dermatological
formulations and other consumer products, providing improved
dermal absorption, low potential for irritations, controlled and
sustained release as well as improved stability.  IGI has licensed
Novasome(R) lipid vesicle encapsulation technology to leading
global dermatological and skin care companies including Johnson &
Johnson Consumer Products Inc., Estee Lauder Companies, Chattem
Inc., Genesis Pharmaceutical Inc., and Apollo Pharmaceutical Inc.


INTEGRATED ALARM: Moody's Affirms B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Integrated Alarm Service
Group's B3 corporate family and probability of default ratings.

Moody's has also affirmed the B3 rating on the company's
$125 million 12% senior secured notes.

The ratings outlook remains negative.

Ratings affirmed:

   -- $125 million 12% Secured Second Lien Notes due 2011, B3
       LGD4, 58%

   -- Corporate Family Rating, B3

   -- Probability of Default Rating, B3

The ratings outlook is negative

The ratings affirmation reflects Moody's expectation that IASG
will use existing cash balances and cash flow from operations to
meet near-term interest payments.

Moody's rating affirmation also reflects IASG's meaningful
enterprise value and the observable market value of the company's
alarm contract portfolio.

At the same time, weaker than expected financial performance over
the last several quarters, a low probability that the company will
achieve sufficient cash flow to reduce debt meaningfully over the
rating horizon, and IASG's inability to lower customer attrition
rates -- a key ratings driver for alarm monitoring service
companies -- on a sustained basis, constrain the rating.

Despite an improving cost structure and indications that attrition
rates might be declining, significant quarter-to-quarter attrition
volatility as shown by the declining revenues, weak cash flow-to-
debt metrics, intense competition, and significant costs to
acquire new customer accounts weigh heavily on the ratings.

Additionally, IASG continues to report a material weakness in its
internal controls of accounts receivable, revenue, and deferred
revenue accounts.  This is the second year that such weaknesses
have been identified.  For this reason, Moody's continues to
assess the ongoing weaknesses as "Category B" material weaknesses
in accordance with its report, "Section 404 Reports on Internal
Control".  

Moody's believes that the management distraction, and the manpower
and capital resources dedicated to remediating the aforementioned
material weaknesses and complying with Sarbanes-Oxley have had a
material adverse impact on the company's performance.

Additionally, Moody's believes that IASG, with less than
$100 million in revenues, is relatively less able to absorb the
costs of complying with Sarbanes-Oxley because of its modest size
and limited resources.  

Moody's will continue to monitor the company's internal control
assessments for continued disclosure of resource and other
financial reporting issues.

The negative ratings outlook reflects continuing material
weaknesses with respect to the company's financial reporting.
Barring significant changes to the company's capital structure, it
is unlikely that Moody's would upgrade the rating or outlook until
IASG has fully remediated all internal control weaknesses. Moody's
could consider a ratings downgrade if profit margins remain
depressed and liquidity deteriorates.  An inability to remediate
internal control weaknesses in a timely manner could also result
in a ratings downgrade.

Moody's has affirmed the company's SGL-4 speculative grade
liquidity rating -- Moody's lowest speculative grade liquidity
rating.  The affirmation of the SGL-4 rating reflects the
potential acceleration of the maturity of the senior secured notes
and the potential lack of access to the company's
$30 million revolving credit facility.

Headquartered in Albany, New York, IASG provides alarm monitoring
services.  Revenue for the twelve months ended Sept. 30, 2006 was
approximately $96 million.


INTERSTATE BAKERIES: Court Approves Pact Regarding ABA Plan Stay
----------------------------------------------------------------
The Honorable Jerry Venters of the U.S. Bankruptcy Court for the
Western District of Missouri approves a stipulation to avoid
further delay and expense that would be occasioned by
litigating the Procedural Motions among Interstate Bakeries Corp.
and its debtor-affiliates, the American Bakers Association
Retirement Plan Trustees, Sara Lee Corporation, Sara Lee Bakery
Group, Chicago Baking Company, Flowers Bakeries Inc., Schotts
Bakery Inc., and Holsum Baking Corporation.

The parties agree that:

   (1) All proceedings in the Adversary Proceeding #06-04167, as
       well as all proceedings with regards to the Debtors'
       Objection to ABA's proof of claim, will be stayed until the
       earlier of:

         * 30 days after the District of Columbia Court has
           entered a final order with respect to any review of
           the August 2006 Letter issued by the Pension Benefit
           Guaranty Corporation; or

         * 30 days after the D.C. Court has entered an order
           denying the Debtors' joinder and intervention as a
           defendant in the Amended Sara Lee Complaint.

      During either 30-day period, any party may seek a hearing
      to continue the stay, the Interim Order, or the Section
      5011(c) Stay Motions, and all parties reserve their rights
      or defenses.

   (2) The automatic stay will be modified to allow:

         (a) the ABA Plan and Trustees to join the Debtors as
             defendants in any review of the 2006 PBGC Letter in
             the D.C. Litigation;

         (b) the ABA Plan and Trustees to file a claim,
             crossclaim, counterclaim or third-party claim in the
             D.C. Litigation for declaratory relief against,
             among others, the Debtors to determine the rights of
             the parties under the ABA Plan documents and the
             2006 PBGC Letter; and

         (c) the prosecution of the D.C. Litigation against the
             Debtors.

   (3) The ABA Plan and Trustees will file a motion in the D.C.
       Litigation to join the Debtors and all other employers
       currently participating in the ABA Plan as parties to the
       review of the 2006 PBGC Letter.  All parties reserve their
       rights to intervene in the D.C. Litigation or file any
       claims, cross claims, counterclaims or third-party claims.

   (4) If the Debtors are not permitted to join and intervene in
       the D.C. Court as a party defendant in the Amended Sara
       Lee Complaint and other review of the 2006 PBGC Letter,
       they reserve their rights to prosecute the Adversary
       Proceeding, and all other parties reserve their rights,
       claims and defenses, including prosecution of the
       Procedural Motions.

   (5) The ABA Plan and Trustees, Sara Lee, Chicago Baking,
       Bakers Association and the Debtors will jointly ask the
       District Court to stay any proceedings with regard to the
       various Motions to Withdraw Reference.

The Procedural Motions include the ABA Motion for Abstention, the
various Motions to Withdraw Reference and the Motions for 5011
Stay.

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)


IPIX CORP: Chapter 7 Trustee Auctions Tangible Assets and Patents
-----------------------------------------------------------------
Donald F. King, the court-appointed Chapter 7 trustee of IPIX
Corporation, disclosed two auctions to be held on December 12 and
20 regarding the company's tangible assets and provisional patents
for Gigapixel camera technology.

Both will be held at the U.S. Bankruptcy Court for the Eastern
District of Virginia, Alexandria Division, with motions to approve
the sales to the highest bidders made immediately after the
auctions' conclusions, according to Donald F. King, the court-
appointed Chapter 7 trustee.

The December 12 auction -- slated for 10:00 a.m. -- is focused on
the sale of IPIX equipment and furniture.  The assets will be sold
in bulk and are physically housed in IPIX Reston and in storage
facilities in Chantilly, Va., and Tennessee.

The auction of the Gigapixel provisional patents is scheduled for
10:30 a.m. on Dec. 20.  The company's Gigapixel camera technology
was developed in conjunction with the Defense Advanced Research
Projects Agency, a Pentagon-funded agency that specializes in
developing new technologies for military applications.  The
technology has undergone some testing and was in the process of
being enhanced with night-vision capabilities when IPIX filed
bankruptcy.

According to Mr. King, "Even though the technology is in the
developmental stage, it has a vast number of potential
applications.  It's also supported by a provisional patent due to
expire mid-February of next year.  The potential for the buyer
that develops and patents this technology is staggering."

When asked about the sale of more than 30 more patents owned by
IPIX, including its core 360-degree software technology, Mr. King
said he expects to announce the auction date of the assets "very
soon," with a potential sale date as early as mid-January 2007.

According to Stephen Karbelk, sales agent for the trustee and the
auction process, "There are still many more assets to be sold,
including the OMNIview(TM) dewarping technology and an entire
inventory of cameras and lenses located in Winston-Salem, N.C."

Mr. King is based in Fairfax, Va., and a principal with Odin,
Feldman & Pittleman where he heads the Bankruptcy & Creditors'
Rights practice group.  Mr. King's practice primarily involves
representation of debtors, creditors and committees in Chapter 11
reorganizations, but he also represents other types of debtors and
creditors, particularly businesses and institutional lenders, in
all phases of the bankruptcy process including workouts.  Since
1991, he has served as a Chapter 7 trustee in bankruptcy for the
Eastern District of Virginia.

Mr. Karbelk is based in Fairfax, Va., and is the regional
president, Washington/Baltimore for Tranzon Fox, an affiliate of
the national auction organization, Tranzon L.L.C.  Tranzon Fox is
a full-service real estate auction company and a member company of
Tranzon L.L.C., which is based in Richmond, Virginia.  Tranzon has
14 independently owned and operated member auction companies with
more than 20 offices coast-to-coast.

Interested bidders may contact Stephen Karbelk at Tranzon Fox at
Tel. No. (703) 539-8622.

Headquartered in Reston, Virginia, IPIX Corporation (NASDAQ:IPIX)
-- http://www.ipix.com/-- provides immersive imaging products for  
government and commercial applications.  The company's immersive,
360-degree imaging technology has been used to create high-
resolution digital still photography and video products for
surveillance, visual documentation and forensic analysis.

The Company filed a voluntary petition for relief under Chapter 7
of the U.S. Bankruptcy Code on July 31, 2006, in the U.S.
Bankruptcy Court for the Eastern District of Virginia, Alexandria
Division (Case No. 06-10856).  As a result of the filing, IPIX
terminated all business activities after concluding it didn't have
sufficient funding to remain solvent and was unsuccessful in
securing the additional funding crucial for continued operation.


ISTAR FINANCIAL: Declares $0.77 Quarterly Cash Dividend
-------------------------------------------------------
iStar Financial Inc.'s Board of Directors has declared a regular
quarterly cash dividend on its common stock of $0.77 per share for
the quarter ended Dec. 31, 2006.  

The $0.77 dividend is payable on Dec. 29, 2006, to holders of
record on Dec. 15, 2006.

iStar Financial (NYSE: SFI) -- http://www.istarfinancial.com/--
is a publicly traded finance company focused on the commercial
real estate industry.  The Company provides custom- tailored
financing to high-end private and corporate owners of real estate
nationwide, including senior and junior mortgage debt, senior and
mezzanine corporate capital, and corporate net lease financing.
The Company, which is taxed as a real estate investment trust,
seeks to deliver a strong dividend and superior risk-adjusted
returns on equity to shareholders by providing the highest quality
financing solutions to its customers.

                           *     *     *

iStar Financial Inc.'s preferred stock carry Moody's Investors
Service's Ba1 rating with a stable outlook.

Fitch Ratings raised the Company's preferred stock rating to
'BB+' from 'BB' in January 2006.  Fitch said the Rating Outlook is
Stable.


ITC DELTACOM: September 30 Balance Sheet Upside-Down by $74.6 Mil.
------------------------------------------------------------------
ITC Deltacom Inc. reported a $13.8 million net loss on
$124.1 million of revenues for the quarter ended Sept. 30, 2006,
compared with a $10.1 million net loss on $128.5 million of
revenues for the same period in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$427.7 million in total assets, $428.4 million in total
liabilities, and $73.9 million in convertible redeemable preferred
stock, resulting in a $74.6 million total stockholders' deficit.

The increase in net loss is primarily due to the lower recorded
revenues of $124.1 million in the third quarter of 2006, the
$2.7 million increase in interest expense from $11.9 million in
the 2005 quarter to $14.6 million in the 2006 quarter,
attributable to higher average balances of outstanding borrowings
and an increase in weighted average interest rates, offset by the
decrease of $1.9 million in total cost of services and equipment.

The decline in total revenues was primarily attributable to a
decrease in long distance revenues, which are part of the
company's integrated communications services revenues.

Cash provided by operating activities was $22.5 million in the
2006 nine-month period ended Sept. 30, 2006.  In the 2006 nine-
month period, the company used $33.8 million to fund capital
expenditures and $1.1 million to pay accrued restructuring costs
related to prior years.  Cash used by financing activities in the
2006 nine-month period of $1.0 million was used for repayment of
capital lease obligations and other long-term liabilities.

Cash and cash equivalents at Sept. 30, 2006 was $57.6 million
compared to $69.4 million at Dec. 31, 2005.

Full-text copies of the company's financial statements for the
third quarter ended Sept. 30, 2006, are available for free at:

              http://researcharchives.com/t/s?163b

ITC DeltaCom, Inc. provides integrated communications services in
the southeastern United States.  The company delivers a
comprehensive suite of high-quality voice and data
telecommunications services, including local exchange, long
distance, high-speed or broadband data communications, and
Internet connectivity, and sells customer premise equipment to the
Company's end-user customers.


JLG INDUSTRIES: Wants to Delist from NYSE After Oshkosh Merger
--------------------------------------------------------------
JLG Industries Inc. has submitted a request to the New York Stock
Exchange for withdrawal of the listing of its common stock
effective Dec. 8, 2006.

JLG's proposed delisting is contingent, among other conditions,
upon shareholder approval and closing of the Agreement and Plan of
Merger among JLG, Oshkosh Truck Corporation, and a newly formed
subsidiary of Oshkosh, Steel Acquisition Corp.

To effect the delisting, JLG filed a Form 25 with the Securities
and Exchange Commission and the New York Stock Exchange.  By
operation of law, the delisting application will be effective on
Dec. 8, 2006, unless withdrawn by JLG in advance of such date.

JLG Industries, Inc. -- http://www.jlg.com/-- produces access  
equipment (aerial work platforms and telehandlers) and highway-
speed telescopic hydraulic excavators.  JLG's manufacturing
facilities are located in the United States, Belgium, and France,
with sales and service operations on six continents.

                           *     *     *

As reported in the Troubled Company Reporter on Nov 16, 2006,
Moody's Investors Service assigned a Ba3 first time rating to
Oshkosh Truck Corp.'s $3.5 billion first lien senior secured
credit facility, $500 million revolving credit facility,
$400 million Term Loan A, and $2.6 billion Term Loan B,
and a Ba3 corporate family rating.


LEHMAN XS: Moody's Rates Class A-4 Notes at B2
----------------------------------------------
Moody's Investors Service assigned ratings of A3 to the Class A-1
notes, Baa3 to the Class A-2 notes, Ba3 to the Class A-3 notes,
and B2 to the Class A-4 notes issued by Lehman XS NIM Company
2006-GPM6.

The notes are backed by residual and prepayment penalty cash flows
from an underlying securitization of Alt-A, adjustable-rate,
negative amortization mortgage loans: GreenPoint Mortgage Funding
Trust Mortgage Pass-Through Certificates, Series 2006-AR6.

The cash flows available to repay the notes are significantly
impacted by the rate of loan prepayments and the timing and amount
of loan losses on the underlying transaction's mortgage pool.

Moody's examined various combinations of loss and prepayment
scenarios to evaluate the cash flows to the rated notes.

These are the rating actions:

   * Issuer: Lehman XS Net Interest Margin Notes Series 2006-GPM6

                     Class A-1, Assigned A3
                     Class A-2, Assigned Baa3
                     Class A-3, Assigned Ba3
                     Class A-4, Assigned B2

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


LSI LOGIC: Inks $4 Billion Merger Agreement with Agere Systems
--------------------------------------------------------------
LSI Logic Corporation and Agere Systems Inc. have entered into a
definitive merger agreement under which the companies will be
combined in an all-stock transaction with an equity value of
approximately $4 billion.

Under the terms of the agreement, Agere shareholders will receive
2.16 shares of LSI for each share of Agere they own.  Based on the
closing stock price of LSI on Dec. 1, 2006, this represents a
value to Agere shareholders of $22.81 per share.

The combined company, to be called LSI Logic Corporation, will
offer a comprehensive set of building block solutions including
semiconductors, systems and related software for storage,
networking and consumer electronics products.  The companies had
combined revenue of $3.5 billion for the 12 months ended
Sept. 30, 2006.  The companies operate in more than 20 countries,
with a combined workforce of approximately 9,100 employees,
including nearly 4,300 engineers.  The companies together own a
substantial patent portfolio consisting of more than 10,000 issued
and pending U.S. patents.

Going forward, the new LSI expects to be well positioned to
deliver significant benefits to its customers, shareholders and
employees.  By leveraging its increased scale, expanded IP
portfolio and integrated workforce, LSI anticipates being a
stronger, more competitive innovator of core technology and
building block solutions that enable businesses and consumers to
store, protect and stay connected to their information and digital
content.

"LSI and Agere share a rich heritage of innovation and thought
leadership in creating enabling technologies that bring people and
information together," LSI Logic president and chief executive
officer Abhi Talwalkar said.

"By joining forces, we expect the combined scale to enable us to
extend our franchises in our market segments, realize significant
synergies and better serve the needs of our collective customers,
shareholders and employees."

Agere Systems president and chief executive officer Richard
Clemmer said, "Together, the two companies should be well
positioned to achieve greater success.  The complementary products
and capabilities of each can enable the combined company to pursue
significant new opportunities while delivering more value to
customers. Agere shareholders, employees and customers will
benefit from the synergies and enhanced growth prospects that are
anticipated to result from a larger, more competitive
organization."

The combination of LSI and Agere is anticipated to create a
semiconductor and storage systems powerhouse with an unparalleled
innovation pipeline and a broad array of competitive, customer-
valued products and solutions in large and growing markets.  LSI's
well-established presence in the storage and consumer electronics
markets and Agere's broad footprint in storage, mobility and
networking should enable the combined company to drive sustainable
long-term growth and shareholder value through the strengthening
of its combined platforms and the expansion of its existing
customer relationships.

"As valued Seagate partners, both Agere and LSI play an important
role in providing products that help us deliver our industry-
leading hard disc drives," Seagate Technology chief executive
officer Bill Watkins said.

"We are excited by the innovative possibilities that this new
combination represents."

                       About the Transaction

Under the terms of the agreement, Agere shareholders will receive
2.16 shares of LSI common stock for each share of Agere stock they
own.  Based on the closing stock price of LSI on Dec. 1, 2006, the
total consideration to Agere shareholders would be approximately
$4 billion or $22.81 per share.

Upon closing, LSI will issue approximately 379 million shares on a
diluted basis to complete the transaction.  At that time, LSI and
Agere shareholders will own approximately 52% and 48%,
respectively, of the combined company.

The combined company also expects to realize substantial cost
savings beginning in 2007, with annual cost savings reaching at
least $125 million in 2008 from increased efficiencies in
manufacturing and operating expenses.  The transaction is expected
to be slightly dilutive in 2007 and meaningfully accretive in 2008
to LSI's earnings per share, on a non-GAAP basis.

LSI president and chief executive officer Abhi Talwalkar will
serve as president and chief executive officer of the new company,
which will be headquartered in Milpitas, California, and will
maintain a significant presence in Allentown, Pennsylvania, with
various other locations worldwide.  LSI non-executive chairman
James Keyes will continue as non-executive chairman of the board
of directors of the new company, which will be comprised of nine
members, with six being designated by LSI and three being
designated by Agere.

The transaction is subject to the approval of shareholders from
both companies as well as customary closing conditions and
regulatory approvals.  The companies expect the transaction to
close in the first calendar quarter of 2007.

Shares of the combined company will trade on the NYSE under the
symbol "LSI."

Morgan Stanley acted as financial advisor and Wilson Sonsini
Goodrich & Rosati acted as legal counsel to LSI.

Goldman, Sachs & Co. acted as financial advisor and Skadden, Arps,
Slate, Meagher & Flom acted as legal counsel to Agere.

                   LSI Stock Repurchase Program

LSI's board of directors has authorized a stock repurchase program
of up to $500 million.  The repurchases are expected to be funded
from available cash and short-term investments.

                      About Agere Systems

Agere Systems Inc. (NYSE: AGR) -- http://www.agere.com/--  
provides semiconductors and software solutions for storage,
mobility, and networking markets.  The company's products enable a
broad range of services and capabilities, from cell phones, PCs,
and hard disk drives to the world's most sophisticated wireless
and wireline networks.  Agere's customers include manufacturers of
consumer electronics and communications and computing equipment.  

                          About LSI Logic

Milpitas, Calif.-based LSI Logic Corporation (NYSE: LSI) --
http://www.lsi.com/-- provides silicon-to-system solutions that  
are used at the core of products that create, store, and consume
digital information.  LSI offers a broad portfolio of capabilities
including custom and standard product ICs, host bus and RAID
adapters, storage area network solutions, and software
applications.  LSI products enable technology companies in the
Storage and Consumer markets to deliver some of the most advanced
and well-known electronic systems in the market today.


LSI LOGIC: Earns $44 Million in Third Quarter Ended October 1
-------------------------------------------------------------
LSI Logic Corporation reported third quarter ended Oct. 1, 2006,
revenues of $493 million, a 2% increase year-over-year compared
with the $482 million reported in the third quarter of 2005, and
up 1% sequentially compared with the $490 million reported in the
second quarter of 2006.

Third quarter 2006 GAAP net income was $44 million compared with
third quarter 2005 GAAP net loss of $73 million.  Third quarter
2006 GAAP results compared with second quarter 2006 GAAP net
income of $54 million.  Third quarter GAAP net income included $11
million of stock-based compensation expense and a net charge of
$10 million from special items, acquisition-related amortization,
restructuring and their related tax effect.

Third quarter 2006 non-GAAP net income was $65 million, an
increase of 43% compared with third quarter 2005 non-GAAP net
income of $45 million.  Second quarter non-GAAP 2006 net income
was $57 million.

Cash and short-term investments grew 6% sequentially to
$1.3 billion, from $1.2 billion in the second quarter and up 50%
from the year-ago period.

At Oct. 1, 2006, the company's balance sheet showed $2.979 billion
in total assets, $1.175 billion in total liabilities, and
$1.804 billion in total stockholders' equity.

"Revenues increased modestly during the quarter, with strong
growth in storage semiconductors partially offset by expected
lower demand for our portable media player products," LSI Logic
president and chief executive officer Abhi Talwalkar said.

"Total storage revenues were 17% higher than the year-ago period,
fueled in part by increasing demand for SAS-enabled storage
solutions.  We further strengthened investments in our storage
business, entering into a definitive agreement to acquire StoreAge
Networking Technologies, a privately held maker of storage
management applications software."

LSI Logic chief financial officer Bryon Look said, "Higher gross
margins and improved operating performance contributed to solid
third quarter results, with net income significantly exceeding
guidance."

"SG&A expenditures as compared to second quarter 2006 declined on
both a percentage and an absolute basis. Our balance sheet also
strengthened, with a $68 million increase in cash and short-term
investments."

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1659

                          About LSI Logic

Milpitas, Calif.-based LSI Logic Corporation (NYSE: LSI) --
http://www.lsi.com/-- provides silicon-to-system solutions that  
are used at the core of products that create, store, and consume
digital information.  LSI offers a broad portfolio of capabilities
including custom and standard product ICs, host bus and RAID
adapters, storage area network solutions, and software
applications.  LSI products enable technology companies in the
Storage and Consumer markets to deliver some of the most advanced
and well-known electronic systems in the market today.


LSI LOGIC: S&P Holds Corporate Credit Rating at BB-
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on Milpitas, California-based LSI
Logic Corp.

The outlook is revised to positive from stable, reflecting the
company's potentially stronger business profile after its planned
acquisition of Agere Systems Inc.

"The ratings reflect LSI's good liquidity and asset-light
operating model, offset by the company's reliance on a limited
customer base, and the challenges caused by long design cycles for
its products and high costs of certain key components, when
compared against the competitive "gate array" technology," said
Standard & Poor's credit analyst Bruce Hyman.

The stock-based acquisition of Agere Systems Inc. somewhat
broadens the customer base, and is expected to provide some
operating cost savings, as well as an enhanced business position
with some key customers.

LSI is a major manufacturer of custom-designed application-
specific semiconductors, multicustomer application-specific
standard products, and enterprise storage systems.  Key served
markets include digital entertainment devices, storage components
and storage systems, and communications equipment suppliers.
Allentown, Pennsylvania-based Agere provides customized
semiconductors for storage, mobility, and networking markets,
serving the consumer electronics, handset and computing equipment
markets.

Given the inherently long design cycles and highly customized
nature of the ASIC market, the companies do not serve the merchant
semiconductor market, and their revenues largely depend on the
performance of their existing customer base.  Capital expenditures
are moderate, after both companies' transitions to an outsourced
manufacturing model.  The two companies also
generate moderate levels of free cash flows.  Pro forma leverage
is moderate for the rating, with debt to EBITDA around 2.6x for
the four quarters ended Sept. 30, 2006, and could be somewhat
lower, assuming some realized cost savings.


LOCATEPLUS HOLDINGS: Posts $622,039 Net Loss in 2006 Third Quarter
------------------------------------------------------------------
LocatePLUS Holdings Corp. filed its third quarter financial
statements for the three months ended Sept. 30, 2006, with the
Securities and Exchange Commission disclosing a $622,039 net loss
on $3,370,558 of revenues, compared with a $3,277,759 net loss on
$3,005,961 of revenues in the comparable period of 2005.

At Sept. 30, 2006, the company's balance sheet showed $8,568,348
in total assets, $5,507,964 in total liabilities, and $3,060,384
in total stockholders' equity.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?162c

                        Going Concern Doubt

Livingston & Haynes, P.C., in Wellesley, Massachusetts, raised
substantial doubt about LocatePLUS' ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's accumulated deficit at December 31, 2005 and
substantial net losses in each of the last two years.

                         About LocatePLUS

Based in Beverly, Massachusetts, LocatePLUS Holdings Corp.
-- http://www.locateplus.com/-- and its subsidiaries  
are industry-leading providers of public information and
investigative solutions that are used in homeland security,
anti-terrorism and crime fighting initiatives.  The Company's
proprietary, Internet-accessible database is marketed to business-
to-business and business-to-government sectors worldwide.


LONG BEACH: Fitch Pares Class M-4 Loans' Rating to B from BB-
-------------------------------------------------------------
Fitch has taken these rating actions on the Long Beach Mortgage
Loan Trust, series 2003-1:

   -- Class A-1 affirmed at 'AAA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 downgraded to 'BB+' from 'BBB';
   -- Class M-4 downgraded to 'B' from 'BB-'.
   
All of the mortgage loans were originated by Long Beach Mortgage
Company.  The mortgage loans consist of fixed- and adjustable-rate
subprime mortgage loans and are secured by first- and second-lien
mortgages or deeds of trust on residential properties.

As of the November 2006 distribution date, the transaction is
seasoned 45 months, and the pool factor is 10%. Washington Mutual
Bank, FA is the servicer for all of the mortgage loans.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $142.22 million of outstanding certificates.
Specifically, the affirmation on class A-1 reflects a guaranty
provided by the Federal National Mortgage Association, whose
financial strength is rated 'AAA' by Fitch.

The downgrades, affecting approximately $55.19 million of
outstanding certificates, reflect continued deterioration in the
relationship between CE and future loss expectations.  The
transaction is experiencing monthly losses that exceed the
available excess spread, resulting in substantial deterioration of
overcollateralization and preventing the OC from maintaining its
target amount.

As of the November 2006 distribution date, the current OC amount
of $6,608,964 is below the target OC of $10 million.

The performance of the transaction has also been adversely
affected by a growing concentration of loans secured with
manufactured homes.  While the percentage of MH loans in the
initial pool balance was relatively modest, the MH loans have made
up a disproportionately large percentage of the liquidated loans
and, due to relatively slow voluntary prepayments, have become a
significant percentage of the remaining pool balance.  As of
October 2006, the MH concentration is 10%.

Fitch will closely monitor the relationship between XS and monthly
losses.  If the losses continue to exceed XS, the ratings will be
reassessed.


MERIDIAN AUTOMOTIVE: Judge Walrath Approves $175MM Exit Facility
----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorizes Meridian Automotive Systems Inc.
and its debtor-affiliates to enter into the Commitment Letter and
Fee Letter with Deutsche Bank Trust Company Americas, Deutsche
Bank Securities Inc., and a group of lenders.

Judge Walrath authorizes and directs the Debtors to perform all of
their obligations under the Commitment Letter and Fee Letter,
including, but not limited to, paying all fees to Deutsche Bank,
reimbursing Deutsche Bank's reasonable out-of-pocket expenses
incurred in connection with the Exit Facility, and indemnifying
Deutsche Bank and the Exit Lenders.

The Deutsche Bank Exit Facility, aggregating no less than
$175,000,000, consists of four components:

   (1) A $70,000,000 first-lien asset-based revolving credit
       facility;

   (2) An $80,000,000 first-lien term loan facility;

   (3) A $25,000,000 first-lien pre-funded letter of credit
       facility; and

   (4) An uncommitted incremental asset-based revolving credit
       facility up to an aggregate principal amount of
       $30,000,000.

Judge Walrath also permits the Debtors to file the unredacted Fee
Letter under seal.

                 Debtors File Redacted Fee Letter

In connection with their request to enter into the Commitment
Letter with Deutsche Bank, the Debtors delivered to the Court a
redacted version of the Fee Letter.

Pursuant to the Fee Letter, the Debtors will pay, among other
things, these non-refundable fees to Deutsche Bank:

   (1) A facility fee equal to 1.5% of the total commitments
       with respect to the ABL Facility;

   (2) A facility fee equal to 3% of the total commitments with
       respect to the First-Lien Term Credit Facilities; and

   (3) A fee equal to 1% of the total commitments with respect to
       the Credit Facilities if the Debtors consummate the
       Transaction within one year but do not borrow under the
       Senior Secured Financing.

A full-text copy of the Redacted Fee Letter is available for free
at http://ResearchArchives.com/t/s?1634

                     U.S. Trustee's Objection

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
was concerned with two issues with regards to the Debtors' request
to enter into the Fee Letter without disclosing its material
terms:

   * It was unclear whether it's reasonable to expect that the
     Court and other parties-in-interest should be obligated to
     evaluate the commercial reasonableness of the fees
     referenced in the Fee Letter based on the total amount of
     those fees.

   * Approval of the Debtors' request is tantamount to sealing
     the Fee Letter from public view.

Joseph J. McMahon, Jr., Esq., in Wilmington, Delaware, contended
that the exit financing fees contained in the Fee Letter are not
"commercial information" worthy of protection under Section
107(b) of the Bankruptcy Code.  In fact, the record in the
Chapter 11 cases undercuts the Debtors' argument that the
specific terms of the Fee Letter constitute commercial
information, which warrant protection under Section 107(b).

Mr. McMahon pointed out that when the Debtors sought approval of
their $375,000,000 DIP financing arrangement from JPMorgan Chase
Bank, N.A., they specifically described the calculation of the
DIP facility's arrangement and underwriting fees, and certain
parameters of the flex provision.  The Debtors were then
unconcerned of the impact that the publication of that
information would have on the JP Morgan's ability to syndicate
the financing, Mr. McMahon noted.

The U.S. Trustee asked the Court to direct the Debtors to disclose
more contents of the Fee Letter.

In particular, the Debtors should disclose the anticipated amount
of the fees and expenses of the professionals of Deutsche Bank
Trust Company Americas and Deutsche Bank Securities Inc. given
that the Debtors will be obligated to pay those fees and expenses
provided that they are reasonable, Mr. McMahon maintains.

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


MERRILL LYNCH: DBRS Downgrades Ratings on Two Class Certificates
----------------------------------------------------------------
Dominion Bond Rating Service upgraded two classes and downgraded
two classes from two Merrill Lynch Mortgage Investors Trust
transactions:

   -- $25,639,000 Mortgage Loan Asset-Backed Certificates, Class     
      B-5 to BB (low) from BB (high)

   -- $4,773,000 Mortgage Loan Asset-Backed Certificates, Series
      2005-NCA, Class B-5 to BB (low) from BB (high)

The downgrades are the result of the increased 90+ days
delinquency pipeline relative to the available level of
credit enhancement.  In the two above-mentioned transactions,
overcollateralization did not reach their targets due to
insufficient excess spread.  The mortgage loans consist of 100% of
fixed-rate second lien mortgage loans, which are subordinate to
senior lien mortgage loans on the respective properties.  The
mortgage loans in the Underlying Trusts were acquired by Merrill
Lynch Mortgage Investors, Inc. from a variety of originators.

   -- $22,590,795 Mortgage Loan Asset-Backed Certificates, Class
      M-1 to AAA from AA (high)

   -- $15,668,000 Mortgage Loan Asset-Backed Certificates, Class
      M-2 to AAA from AA (high)

The upgrades are the result of the high level of credit
enhancement.


MESABA AVIATION: Can Execute Amended Union Agreements
-----------------------------------------------------
Following the Nov. 27, 2006 ratification of the consensual letters
of agreement modifying Mesaba Aviation, Inc.'s collective
bargaining agreements with the Air Line Pilots Association,
International, the Association of Flight Attendants-CWA, AFL-CIO,
and the Aircraft Mechanics Fraternal Association, the Honorable
Gregory F. Kishel of the U.S. Bankruptcy Court for the District of
Minnesota approves each of:

    * the ALPA Restructuring Agreement,
    * the AFA Restructuring Agreement, and
    * the AMFA Restructuring Agreement,

and all their attachments.

Judge Kishel also authorizes the Debtor to enter into and
implement each component of the Restructuring Agreements, whether
or not specifically referenced in the ruling.

As reported in the Troubled Company Reporter on Nov. 28, 2006, the
ratified union contracts and changes to wage and benefits for
all non-contract employees, including management, will start being
implemented Dec. 1, 2006.

The Restructuring Agreements will also become effective upon entry
of the ruling and satisfaction of the conditions set forth in each
of the Restructuring Agreements, Judge Kishel says.  However, the
Restructuring Agreements will not be considered a postpetition
agreement for purposes of priority of any claims, and will not be
assumed, or deemed assumed, by the Debtor unless and until a
Chapter 11 plan of reorganization will have been confirmed by the
Bankruptcy Court and substantially consummated.

Judge Kishel further rules that any claim for rejection of the
Restructuring Agreements that arises at any time (a) after the
effective date of each of the Restructuring Agreements, and (b)
before the effective date of any the Debtor's Plan, will be
treated in the Debtor's Chapter 11 case, or any other superseding
bankruptcy case, as a prepetition general unsecured claim against
the estate.  Additionally, those rejection claims will not be
entitled to priority, as an administrative expense of the
Debtor's Chapter 11 case, any superseding bankruptcy case, or
otherwise, except to the extent that the claims are for
compensation, contributions to a defined contribution plan or
benefits, in each case, in connection with services rendered to,
or an act or omission by, the Debtor during the pendency of its
Chapter 11 case and before the rejection in which case the claims
will be accorded status as administrative expenses of the
Debtor's Chapter 11 case to the full extent permitted by law.

Approval of the Restructuring Agreements is without prejudice to
the Debtor's right, subject to the terms and conditions of the
Restructuring Agreements, to seek further relief pursuant to
Section 1113 of Bankruptcy Code with respect to the Unions,
including rejection of the Restructuring Agreements.  The Unions
reserve their rights with respect to any request for that relief,
Judge Kishel says.

In the event that each of the Restructuring Agreements is
rejected, the Debtor and the Unions reserve all rights and
arguments with respect to (i) whether a claim for damages arises
as a result of a rejection of the Restructuring Agreements, and
(ii) the amount of any claim.

Furthermore, Judge Kishel approves the indemnification,
exculpation, and Unions Claim provisions of the Restructuring
Agreements.  The provisions concerning the Unions Claim will not
be subject to reconsideration pursuant to Rule 3008 of the
Federal Rules of Bankruptcy Procedure or Section 502(j) of the
Bankruptcy Code.

The Unions, the Unions' Mesaba Master Executive Council and each
of their current or former members, and other representatives are
released and exculpated from any claim related to any act or
omission in connection with the Restructuring Agreements, except
for gross negligence or willful misconduct.  But in all respects,
the Exculpated Parties will be entitled to reasonably rely on the
advice of counsel with respect to their duties and
responsibilities.

Full-text copies of:

    -- the AFA Restructuring Agreement and exhibits is available
       for free at http://researcharchives.com/t/s?1640

    -- the ALPA Restructuring Agreement and exhibits is available
       for free at http://researcharchives.com/t/s?1641

    -- the AMFA Restructuring Agreement and exhibits is available
       for free at http://researcharchives.com/t/s?1642

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


MESABA AVIATION: Wants Until April 13 to Decide on Leases
---------------------------------------------------------
Mesaba Aviation, Inc. asks the Honorable Gregory F. Kishel of the
U.S. Bankruptcy Court for the District of Minnesota to further
extend the time within which it may assume or reject unexpired
leases through the earlier of:

    (a) April 13, 2007; or
    (b) confirmation of a plan of reorganization.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
P.A., in Minneapolis, Minnesota, tells Judge Kishel that these
factors made it impossible for the Debtor to intelligently
appraise the Leases in the market and the value of the Leases to
the reorganization:

    (1) the size and complexity of its operation;

    (2) its labor negotiations;

    (3) the uncertain status of its air services agreement with
        Northwest Airlines, Inc.; and

    (4) its attempts to obtain postpetition financing acceptable
        to the Official Committee of Unsecured Creditors and the
        potential lenders.

Mr. Tansey notes that the Debtor has recently reached tentative
agreements with its remaining unions, which agreements provide
for labor concessions that the Debtor believes are sufficient to
allow it to obtain definitive air service agreements, and make
postpetition financing available to it.  The Debtor also believes
that upon ratification of the tentative labor agreements, its
bankruptcy case is poised to allow it to develop and confirm a
plan of reorganization in the near future.

According to Mr. Tansey, the Debtor's operations are dependent on
the Debtor's ability to remain in possession of the Leased
Premises.  Continued possession of the Leased Premises is
necessary for the Debtor to conduct its financial affairs and
preserve the possibility that it can reorganize.

The Debtor is optimistic that it will be able to assume or reject
all Leases by April 13, 2007, Mr. Tansey says.

If the Debtor is forced to prematurely assume the Leases, the
estate and unsecured creditors will be exposed to potentially
significant administrative priority claims arising from the
possible termination of the Leases, Mr. Tansey says.  Premature
rejection may jeopardize the Debtor's ability to reorganize and
maximize the value of its estate.

Mr. Tansey assures the Court that the Debtor is current on all of
its postpetition obligations under the Leases, and intends to
make timely payment of all future obligations during the pendency
of the Chapter 11 case.

Unless an objection is filed not later than Nov. 29, 2006,
the Court may grant the request without a hearing.

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)


MEZZ CAP: S&P Rates $2.4 Million Class F Certificates at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Mezz Cap Commercial Mortgage Trust 2006-C4's
$86.836 million commercial mortgage pass-through certificates
series 2006-C4.

The preliminary ratings are based on information as of
Dec. 1, 2006.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

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

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has debt service coverage of 1.12x, a beginning
LTV of 108.3%, and an ending LTV of 95.5%.  All of the B notes are
subordinate to A notes that are not included in the trust. The
DSCs and LTVs reflect the combined economics of the A and B notes.

                    Preliminary Ratings Assigned
            Mezz Cap Commercial Mortgage Trust 2006-C4
    
                                              Recommended
         Class     Rating       Amount      credit support
         -----     ------    -----------    --------------
         A         AAA       $62,522,000        28.000%
         X *       AAA       $86,836,490           N/A
         B         AA         $2,170,000        25.501%
         C         A          $2,170,000        23.002%
         D         BBB        $3,473,000        19.003%
         E         BBB-       $1,194,000        17.628%
         F         BB         $2,497,000        14.752%
         G         NR         $6,729,000           N/A
         H         NR           $760,000           N/A
         J         NR         $5,321,490           N/A
         R-I       NR                N/A           N/A
         R-II      NR                N/A           N/A
    
           * Interest-only class with a notional amount
                       N/A - Not applicable
                          NR - Not rated


MICHELINA INC: Poor Performance Prompts S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Duluth,
Minnesota-based frozen-entree manufacturer Michelina's Inc.,
including the 'B+' corporate credit rating, on CreditWatch with
negative implications, meaning that the ratings could be lowered
or affirmed after the completion of Standard & Poor's review.

Total debt outstanding was about $179 million at Oct. 8, 2006.

"The CreditWatch listing reflects weaker-than-expected year to
date operating performance and an extremely limited cushion under
credit facility covenants," explained Standard & Poor's credit
analyst Alison Sullivan.

Year to date, EBITDA has declined 10% due to declining volume and
catch-up spending on maintenance.

In addition, sales were negatively affected as a large co-pack
customer shifted to store turn shipments from pipeline fill.
Lease-adjusted total debt to EBITDA weakened to 3.9x from 3.7x at
fiscal 2005.

At Oct. 8, 2006, Michelina's was in compliance with all covenants
of its senior credit facility.  However, cushion under
the interest coverage covenant was very limited.

In addition, this covenant, along with the leverage covenant, will
tighten further at the end of December 2006.

Standard & Poor's believes it is likely that the company will not
meet its covenants at the end of December if it is unable to
secure an amendment.

Standard & Poor's will review Michelina's operating and financial
plans with management and monitor the status of a potential credit
agreement amendment before resolving the CreditWatch listing.


MILLS CORP: Unable to File Form 10-Q for Quarter Ended Sept. 30
---------------------------------------------------------------
The Mills Corporation and The Mills Limited Partnership has filed
a notice with the Securities and Exchange Commission that they
will be unable to report on Form 10-Q for the quarter ended
Sept. 30, 2006.

         Pending Accounting Restatement and Related Audit

The company says it is not able to timely file the Form 10-Q
because it has not completed their financial statements for the
quarter ended Sept. 30, 2006, or their restated financial
statements for 2000-2004 and the first three quarters of 2005,
which will be reflected in the financial statements included in
their 2005 Form 10-K when filed.  TMC and TMLP previously filed
Form 12b-25s for their 2005 Form 10-K and for their Form 10-Q for
the quarters ended March 31, 2006, and June 30, 2006.

The company is currently compiling the 2005 financial statements
and expect to file their Form 10-Qs for the quarters ended March
31, 2006, June 30, 2006, and Sept. 30, 2006, shortly after the
filing of the 2005 Form 10-K, although there can be no assurance
of the actual dates of filing.

The filing of the 2005 Form 10-K will be made after the Audit
Committee of the Board of Directors of TMC, with the assistance of
Gibson, Dunn & Crutcher LLP, the Audit Committee's outside
counsel, completes an independent investigation addressing, among
other matters, the restatement as well as prior restatements in
February 2003 and February 2005.

TMC and TMLP said the investigation is expected to be completed in
November.  They have also undertaken a comprehensive review of
their accounting policies and practices to determine whether these
policies and practices are consistent with GAAP.  Before filing
their 2005 Form 10-K, Ernst & Young LLP, their auditors, will also
need to complete their audit procedures relating to the 2005
financial statements and the prior period restated financial
statements.

                  Status of Accounting Review

In addition to errors relating primarily to certain investments by
a wholly owned subsidiary, Mills Enterprises Inc., and the accrual
of compensation expense related to TMC's Long-Term Incentive
Compensation Plan, TMC and TMLP disclosed errors in the selection
and application of various other accounting policies, including:

   -- capitalization of interest to predevelopment and development
      projects;

   -- capitalization of overhead to predevelopment and development
      projects;

   -- cumulative impact of and the ongoing accounting for
      development and leasing fees and interest income related to
      the adoption of Financial Accounting Standards Board
      Interpretation No. 46R, Consolidation of Variable Interest
      Entities;

   -- translation from foreign currencies of investments in
      foreign subsidiaries;

   -- acounting for the Empire tract transfer;

   -- accounting for grand opening and advertising costs for
      development projects;

   -- evaluation of capitalized costs, including accounting for
      acquisitions of properties;

   -- evaluation of foreign tax exposures; and

   -- other items that have a cumulative impact of less than
      $10 million individually.

In addition to these accounting errors, TMC and TMLP also
disclosed that they planned to change their accounting policies
for interest and overhead capitalized to predevelopment and
development projects, effective Jan. 1, 2005.

The cumulative effect of the changes in accounting for interest
and overhead as of Jan. 1, 2005, is expected to be approximately
$61 million for TMC and $82 million for TMLP.

Additionally, 2005 net income is expected to be reduced by
approximately $17 million for TMC and $20 million for TMLP for the
effect of the new accounting principles as the previously filed
interim financial statements for 2005 used the previous accounting
policies.

TMC and TMLP also disclosed that the cumulative impact of the
accounting errors that had then been identified were expected to
reduce stockholders' equity of TMC by $263 million to $283 million
as of Sept. 30, 2005 (with an expected reduction of TMLP's
partners' capital of $348 million to $368 million as of Sept. 30,
2005).

TMC and TMLP subsequently reviewed their accounting for
construction allowances paid to tenants to ready their spaces for
opening and determined that some of these costs, which were
previously recorded as depreciation expense, should be
reclassified as tenant inducements.

The impact of this will be to reclassify amounts previously
recorded to depreciation expense as a reduction to minimum rent.
Tenant allowances and inducements are both expense items amortized
over the lease term and, consequently, this reclassification will
have no impact on net income.

The reclassification will, however, reduce minimum rent and
depreciation and, as a result, will reduce funds from operations.
For consolidated entities, the expected reductions in minimum rent
and depreciation for 2003, 2004 and the nine months ended
Sept. 30, 2005, for TMC and TMLP are $1.9 million, $9 million, and
$8.6 million, respectively.

              Status of Audit Committee Investigation

The Audit Committee, as advised by independent counsel, has been
conducting an investigation into various accounting issues,
including those issues reported in TMC's and TMLP's current
reports on Form 8-K filed January 6, February 24, March 17,
May 11, and Aug. 10, 2006, and various other issues that were
brought to the attention of the Audit Committee and its
independent counsel during the course of the Investigation.

The Audit Committee has received oral reports from its independent
counsel regarding the anticipated findings of the Investigation.
The Audit Committee and its independent counsel also have kept
TMC's Board of Directors, E&Y and the staff of the SEC, Division
of Enforcement, apprised regarding the anticipated findings of the
Investigation.

The Investigation is now essentially complete.  The Audit
Committee and its independent counsel, subject to the
identification by the registrants or E&Y of any additional issues
before filing of their financial statements for the year ended
Dec. 31, 2005, and their restated financial statements for certain
prior years, expect to complete the Investigation by November
2006.

                        Impairment Charges

In the fourth quarter of 2005, TMC and TMLP changed their business
strategy and correspondingly decided on Dec. 30, 2005, to reduce
the number of predevelopment projects and to write-off the
associated capitalized cost of the abandoned projects.

Accordingly, 10 predevelopment projects were written off in the
fourth quarter of 2005.  TMC and TMLP disclosed that a charge of
$71 million related to these projects was expected in the fourth
quarter of 2005.

As part of the restatement, it has been determined that certain of
these projects were previously impaired and should have been
written off in prior periods.

Additionally, the planned changes in accounting principles and
certain of the accounting errors affect the carrying values and
reduce the amount of the total charge expected in the fourth
quarter of 2005, such that the total charge in the fourth quarter
of 2005 for TMC is expected to be approximately $39 million and
for TMLP is expected to be approximately $45 million.

Apart from the restatement, TMC and TMLP are required to
periodically assess their operating properties for impairment
under SFAS No. 144 Accounting for the Impairment or Disposal of
Long-Lived Assets.

Although this review has not been completed for 2005 or the first
three quarters of 2006, at this time, TMC and TMLP believe that
the Cincinnati Mills project did not satisfy the undiscounted cash
flow test set forth in SFAS 144 as of Dec. 31, 2005.

As a result, it is expected that a write-down of approximately
$50 million for TMC (with an effect to TMLP of approximately
$57 million) will be recorded in the fourth quarter of 2005 with
respect to this property.

Further, TMC believes the investment in the Columbus City Center,
accounted for using the equity method, is impaired and it is
expected that a write-down of approximately $8 million for TMC
(with an impact to TMLP of approximately $9 million) will be
recorded in the fourth quarter of 2005.

In the second quarter of 2006, TMC and TMLP decided to sell their
investment in FoodBrand, an entity that master leases, manages and
operates food courts and restaurants at certain of their malls and
third party facilities that is accounted for using the equity
method.

Accordingly, TMC and TMLP expect that a write-down with an effect
of approximately $14 million to TMC (with an impact to TMLP of
approximately $16 million) will be recorded with respect to this
investment during such quarter.

TMC and TMLP also took a write-off of approximately $5 million for
TMC (with an impact to TMLP of approximately $6 million) for
Vallejo, a domestic pre-development project located in California
that was abandoned during the second quarter of 2006.

During the second quarter of 2006, TMC decided to explore the
possible sale of its European operations.  This decision
negatively impacted the net realizable value of certain
predevelopment projects in Europe.

Accordingly, a write-down with an impact to TMC of approximately
$17 million (with an impact to TMLP of approximately $19 million)
will be recorded in the second quarter of 2006.

In November 2006, they sold their interest in the partnership that
held the development rights for the Mercati Generali project
located in Rome.

TMC and TMLP expect a write-down in the range of $3 million to
$5 million related to the Mercati Generali project in the third
quarter of 2006.  They do not expect any material future capital
expenditures with respect to this project.

TMC and TMLP may also take a charge in the third quarter of 2006
for a possible impairment related to Pittsburgh Mills, which may
be sold.  TMLP's investment in the Pittsburgh Mills project is
approximately $56 million.

                   Maturity of Senior Term Loan

TMLP's Senior Term Loan with Goldman Sachs Mortgage Company with a
current outstanding balance as of Nov. 13, 2006, of approximately
$1.026 billion, has a maturity of Dec. 31, 2006, with two
alternative extension options.

Under one alternative, TMLP can extend the facility until June 30,
2008, if, among other things, it consummates a recapitalization
transaction reasonably acceptable to GSMC, as Administrative
Agent, before Dec. 31, 2006, that provides sufficient proceeds to
repay at least $850 million towards principal, interest, and fees
then outstanding under the Senior Term Loan.

Under the other alternative, TMLP can extend the maturity for two
90-day periods through June 30, 2007, if, among other things, TMC
Board of Directors has adopted, before Dec. 1, 2006, a plan,
reasonably acceptable to the Administrative Agent, to sell or
recapitalize TMC's and its subsidiaries' assets or TMC has entered
into a definitive merger agreement or other similar agreement that
would provide for repayment of the Senior Term Loan in full.

To be eligible for either extension alternative, TMLP will also
have to file its audited financial statements and prepare a budget
approved by the Administrative Agent showing that TMLP will have,
among other things, adequate liquidity for the applicable
extension period.  If the conditions for the exercise of either
option extension of the maturity date are not satisfied, the
facility will be due and payable in full on Dec. 31, 2006.

                  Ernst & Young Auditors' Reports

It is expected that the audit reports of Ernst & Young LLP on the
consolidated financial statements of TMC and TMLP for the year
ended Dec. 31, 2005, will contain an explanatory paragraph to the
effect that there is substantial doubt about the ability of TMC
and TMLP to continue as going concerns due principally to the
maturity date of TMLP's Senior Term Loan.

                About The Mills Limited Partnership

The Mills Limited Partnership is TMC's operating partnership
subsidiary.  TMC is TMLP's sole general partner and owns a 1%
general partner interest and an 86.4% limited partner interest in
TMLP as of Sept. 30, 2006.  

                   About The Mills Corporation

Chevy Chase, Md.-based The Mills Corporation (NYSE: MLS) --
http://www.themills.com/-- develops, owns, and manages a  
diversified portfolio of retail destinations, including regional
shopping malls, retail, and entertainment centers.  It currently
owns 39 properties in the United States totaling approximately 48
million square feet.  In addition, The Mills has various projects
in development, redevelopment, or under construction.


MIRANT CORP: NY Subsidiaries Settles Dispute With Haverstraw Town
-----------------------------------------------------------------
Mirant Corporation's New York subsidiaries, Haverstraw-Stony Point
Central School District, Town of Haverstraw, Town of Stony Point,
and County of Rockland resolved the long-running tax disputes
concerning two of Mirant's power generating plants and reached an
agreement in principle.

The disputes date back to 1995 and have worked their way through
both state and federal courts.  The problems intensified after the
company and its New York subsidiaries filed for Chapter 11
protection in 2003.

The parties began meeting in person with Elizabeth Warren, the
mediator, at the Harvard Law School in Cambridge, Massachusetts,
where they negotiated and struck a deal.

Ms. Warren, a professor of Law at Harvard Law School, said, "The
problems were complex, and the negotiations were difficult.  But
all parties worked extremely hard to find the best possible
solution."  Ms. Warren added, "The representatives of Haverstraw,
Stony Point and Rockland County were aggressive as they worked to
protect the homeowners and school children who depend on tax
revenues from the Mirant plants.  They were tough negotiators, but
they also recognized the enormous gains that would come from
settling this very expensive and long- running litigation.  I was
deeply impressed by their skills and professionalism, and by their
dedication to the welfare of their communities."

At the mediator's direction, details of the agreement will remain
confidential until the final papers are signed.  The mediator has
also insisted that the discussions during the negotiations remain
confidential.

"What matters is the very good outcome," Ms. Warren said.  "Both
sides can stop hemorrhaging money for legal fees and can work with
stable financial projections.  The agreement resolving the
existing tax disputes will allow the New York subsidiaries of
Mirant to exit bankruptcy, and it will provide the taxing
authorities with a much more stable revenue base.  This is a win
for everyone."

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts. The
Debtors emerged from bankruptcy on Jan. 3, 2006.

                         *     *     *

Moody's Investors Service assigned its B2 corporate family rating,
effective July 13, 2006, on Mirant Corporation


NATIONAL RETAIL: Fitch Holds BB+ Rating on $125 Million Securities
------------------------------------------------------------------
Fitch affirmed these ratings for National Retail Properties Inc.
formerly known as Commercial Net Lease Realty, Inc.:

   -- Issuer Default Rating 'BBB-';

   -- $490 million of senior unsecured notes 'BBB-';

   -- $172.5 million of senior unsecured convertible
      notes 'BBB-';

   -- Unsecured $300 million revolving credit facility expiring
      May 2009 'BBB-';

   -- $125 million of preferred securities 'BB+'.

Fitch's Outlook remains Positive.

The ratings are supported by NNN's consistent business strategy,
which entails acquiring, owning, and investing in single-tenant
retail properties, generally under long-term commercial net
leases.  Fitch notes that earnings from the company's portfolio of
properties occupied by tenants across various lines of trade
adequately covered fixed charges by 2.4x for the first three
quarters of 2006.  This level has been relatively steady since
2004.  By affirming NNN's ratings, Fitch also recognizes the
company's ample unencumbered property coverage of unsecured debt,
equal to 2.2x as of Sept. 30, 2006.

NNN has grown modestly over the past year, and thus, further
diversified its earnings.  Moreover, the company's leverage was
slightly improved, with debt plus preferred securities equal to
47% of undepreciated book capital as of Sept. 30, 2006, compared
to 52.5% as of Dec. 31, 2005.  Risk-adjusted capitalization has
also improved and remains appropriate for the rating category.

Fitch's concerns continue to center around the company's taxable
REIT subsidiary's development build-for-sale activities and
investments in mortgage residual interests.  Fitch acknowledges
that NNN's TRS development build-for-sale activities have
contributed positively to all-in earnings before interest, taxes,
depreciation and amortization in excess of debt service
requirements.  Yet, Fitch remains cognizant that such earnings
from activities exhibit different risk characteristics than those
from wholly owned commercial net leased retail properties.  

Fitch also notes that although NNN's mortgage residual interests
in on-balance sheet securitizations have generated strong returns
since inception in May 2005, this asset adds an additional element
of earnings volatility.  

Fitch believes a protracted flat yield curve environment could
impair the earnings of those securitization-related assets.

During the coming year's retail cycle, Fitch's Positive Outlook on
NNN will likely be resolved.

Central factors that will determine the resolution of the current
outlook include:

   -- the ability to keep core earnings from commercial net
      leased properties at current or higher levels relative to
      debt service requirements;

   -- to maintain healthy risk-adjusted leverage;

   -- to remain disciplined with respect to thus far successful
      build-for-sale activities; and,

   -- to continue diversifying an already broad tenant base.

National Retail Properties, Inc. is a self-advised real estate
investment trust that is headquartered in Orlando, Florida and
specializes in leasing single-tenant stand-alone retail space on a
triple-net basis.


NBS TECHNOLOGIES: UbiQ Ex-Shareholders' Claims Are Without Merit
----------------------------------------------------------------
NBS Technologies Inc. reported that a statement of claim has been
filed with the offices of the American Arbitration Association
against it and certain of its subsidiaries by and on behalf of
former shareholders of UbiQ Incorporated.  UbiQ is a software
development firm dedicated to the smart card industry that was
acquired by NBS in August 2004 for US$3,060,000 in cash and
1,330,435 common shares of NBS.

The statement of claim seeks to rescind the agreement pursuant to
which NBS acquired UbiQ and is also claiming damages and
injunctive relief against NBS for alleged fraudulent
misrepresentation.  NBS believes the Claims are without merit and
intends to aggressively defend itself.

As reported in the Troubled Company Reporter on Nov. 20, 2006, NBS
disclosed a going private transaction proposed by its controlling
shareholder Brookfield Asset Management.  The going private
transaction provides for the shareholders of NBS, other than
Brookfield and its affiliates, to receive, in addition to cash
consideration, a non-transferable contingent entitlement to share
in the net proceeds received by NBS from any final adjudication or
final settlement of all matters related to the claims and
counterclaims of the Card Technology v. DataCard litigation
involving NBS and the related proceedings in the United States
Department of Justice.  As the subject matter of the Litigation
relates to assets acquired on the acquisition of UbiQ,
shareholders would no longer be entitled to receive any payments
in respect of the Contingent Consideration should the UbiQ
Agreement be rescinded.

                     About NBS Technologies

Based in Toronto, Ontario, NBS Technologies Inc. (TSX: NBS) --
http://www.nbstech.com/-- provides smart card manufacturing and  
personalization equipment, secure identity solutions and point
of sale transaction services for financial institutions,
governments and corporations worldwide.  NBS Technologies is a
global company with locations in China, Canada, France, the U.S.
and the United Kingdom, along with a worldwide dealer network.

At June 30, 2006, NBS Technologies' balance sheet showed a
stockholders' deficit of CDN$13,743,000, compared to a deficit
of CDN$4,646,000 at Sept. 30, 2005.


NELLSON NUTRACEUTICAL: Wants To Expand Pachulski Stang's Services
-----------------------------------------------------------------
Nellson Nutraceutical, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
expand Pachulski, Stang, Ziehl, Young, Jones, & Weintraub LLP's
scope of legal services.

As reported in the Troubled Company Reporter on Mar. 7, 2006,
Pachulski Stang is expected to:

   (a) provide legal advice with respect to their powers and
       duties as debtors-in-possession in the continued operation
       of their businesses and management of their properties;

   (b) prepare and pursue confirmation of Debtors' plan and
       approval of the Debtors' disclosure statement;

   (c) prepare necessary applications, motions, answers, orders,
       reports and other legal papers on behalf of the Debtors;

   (d) appear in Court and protect the interests of the Debtors
       before the Court; and

   (e) perform all other legal services for the Debtors that are
       necessary and proper in the Debtors bankruptcy proceeding.

In addition to these existing services, Pachulski Stang will:

   (a) provide general corporate services to the Debtors;

   (b) provide advice and representation to the Debtors in labor
       and employment matters;

   (c) provide general litigation services in litigation matters
       that may be related to these bankruptcy cases; and

   (d) provide all other legal, corporate, labor, and general
       litigation services for the Debtors as necessary.

Laura Davis Jones, Esq., a partner and shareholder at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, LLP, disclosed that the
Firm received a $880,000 prepetition retainer.  The Firm's
professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Laura Davis Jones, Esq.           $675
      Richard M. Pachulski, Esq.        $725
      Brad R. Godshall, Esq.            $625
      Maxim B. Litvak, Esq.             $395
      Rachel Lowy Werkheiser, Esq.      $325
      Patricia J. Jeffries              $175
      Marlene Chappe                    $150
      Jorge E. Rojas                    $120

Ms. Jones assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Ms. Jones can be reached at:

      Laura Davis Jones, Esq.
      Pachulski, Stang, Ziehl, Young, Jones & Weintraub, LLP
      919 North Market Street, 17th Floor
      P.O. Box 8705
      Wilmington, Delaware 19899-8705
      Tel: (302) 652-4100
      Fax: (302) 652-4400
      http://www.pszyjw.com/

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulates, makes and sells bars and powders for the
nutrition supplement industry.  The Debtors filed for chapter 11
protection on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).
Laura Davis Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M.
Pachulski, Esq., Brad R. Godshall, Esq., and Maxim B. Litvak,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.
represent the Debtors in their restructuring efforts.  Lawyers at
Young, Conaway, Stargatt & Taylor, LLP, represent an informal
committee of which General Electric Capital Corporation and
Barclays Bank PLC are members.  In its Schedules of Assets and
Liabilities filed with the Court, Nellson Nutraceutical reports
$312,334,898 in total assets and $345,227,725 in total liabilities
when it filed for bankruptcy.


NEPHROS INC: Posts $1.9 Million Net Loss in Third Quarter of 2006
-----------------------------------------------------------------
Nephros Inc. filed its third quarter financial statements for the
three months ended Sept. 30, 2006, with the Securities and
Exchange Commission.

The company reported a $1,905,528 net loss on $164,699 of
revenues for the three months ended Sept. 30, 2006, compared with
a $1,808,276 net loss on $225,248 of revenues in the comparable
period of 2005.

At Sept. 30, 2006, the Company's balance sheet showed $7,002,041
in total assets, $6,913,347 in total liabilities, and $88,694 in
total stockholders' equity.

A full-text copy of the Company's quarterly report is available
for free at http://ResearchArchives.com/t/s?162d

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 27, 2006,
Deloitte & Touche LLP expressed substantial doubt about Nephros,
Inc.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditing firm pointed to the
Company's recurring losses and difficulty in generating sufficient
cash flow to meet its obligations and sustain operations.

                        About Nephros Inc.

New York-based Nephros Inc. (Amex: NEP) develops and markets
medical devices products designed to improve the quality of life
for the End-Stage Renal Disease patient, while addressing the
critical financial and clinical needs of the care provider.  
Nephros also markets filtration products complimentary to its core
ESRD therapy business.  ESRD is a disease state characterized by
the irreversible loss of kidney function.


NORTEL NETWORKS: Sells Radio Business to Alcatel-Lucent
-------------------------------------------------------
Nortel Networks Corporation has reached a definitive agreement for
the sale of certain assets and the transfer of certain liabilities
related to its UMTS access business to Alcatel-Lucent.  The move
follows the signing of the non-binding Memorandum of Understanding
between the two companies announced Sept. 1, 2006.  

The transaction is a 320 million cash transaction, less
significant deductions and transaction related costs.  The parties
have agreed to target a closing at year-end, and in any event, a
closing within 90 days of yesterday's announcement.  Approximately
1,700 of Nortel's UMTS access business employees will transfer to
Alcatel-Lucent.

"The completion of this transaction will allow Nortel to increase
resources dedicated to our strategic business priorities.  It also
positions Alcatel-Lucent to be successful in the UMTS access
market with an infusion of great technology and great people,"
said Mike Zafirovski, president and chief executive officer,
Nortel.  "This transaction is a win-win for both companies, but
more importantly, for our customers.  We will continue to work
with Alcatel-Lucent to ensure the transition is seamless to our
customers."

"Nortel is committed to developing the wireless technologies that
will deliver 4G Mobile Broadband and this provides one more step
in reaching that objective," said Richard Lowe, president,
Mobility and Converged Core Networks, Nortel.  "Nortel is focused
on providing the foundation for the coming mobile video and
multimedia revolution that mobile network operators will soon
face.  At the same time, we will continue delivering superior
value to our GSM and CDMA customers, as well as our customers that
have deployed our UMTS core networks".

Completion of the transaction is subject to, among other things,
the conclusion of consultations with works councils and other
employee representatives, finalization of the terms of certain
ancillary agreements including a transitional services agreement
whereby Nortel will provide to Alcatel-Lucent setup,
infrastructure and application services for a defined period of
time as well as customary closing conditions including regulatory
approvals.

                     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.


NORTHWEST AIRLINES: Can Implement DIP Settlement Terms
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Northwest Airlines Corp. and its debtor-affiliates to
implement settlement terms relating to the final payoff amount due
under the $975,000,000 Second Amended and Restated Credit and
Guarantee Agreement dated as of April 15, 2005.

The Court declares that the Settlement Agreement is the full,
final and complete settlement of all disputes among the Debtors,
JPMorgan Chase Bank, N.A., as administrative agent, and the
Lenders relating to the Credit Agreement and all related
documents.

The Court also rules that all direct and indirect claims and
causes of action between the parties arising in connection with
the Credit Agreement, and any payments or transfers made pursuant
to it, are released and discharged.

As reported in the Troubled Company Reporter on Nov. 1, 2006, the
Debtors had asked the Court to implement settlement terms relating
to the final payoff amount due under the $975,000,000 Second
Amended and Restated Credit and Guarantee Agreement dated as of
April 15, 2005.

On Aug. 8, 2006, Judge Gropper entered a final order authorizing
the Debtors to obtain up to $1,225,000,000 of DIP financing from
Citicorp USA, Inc., and other lenders.  The Debtors used the
proceeds of the financing to repay the $983,700,000 principal and
interest outstanding under the Prepetition Credit Agreement.

JPMorgan Chase Bank, N.A., as administrative agent under the
Prepetition Credit Agreement, however, demanded an additional
$55,000,000 to $60,000,000 on account of a $19,500,000 prepayment
fee, default interest, and additional interest due to their
alleged inability to elect Eurodollar loans, interest on
interest, and other amounts.  The Debtors disputed JPMorgan's
demands.

Pursuant to a Court-approved stipulation, the Debtors deposited
$59,792,291 in an interest-bearing segregated account for the
benefit of JPMorgan and the Prepetition Lenders to the extent the
Disputed Amounts are determined to be payable under the
Prepetition Credit Agreement.

On Sept. 20, 2006, Northwest Airlines, Inc., and JPMorgan, on
behalf of the Prepetition Lenders, signed a letter agreement
pursuant to which they agreed in principle on the full, final and
complete settlement of the Disputed Amounts.

The Debtors agree to pay from the Segregated Account:

   (i) $23,000,000 to JPMorgan for distribution to the
       Prepetition Lenders:

        -- $6,250,000 in prepayment fee,

        -- $11,500,000 in interest on account of the Eurodollar/
           ABR interest rate differential and interest thereon,
           and

        -- $5,250,000 in default interest;

  (ii) Wachtell, Lipton, Rosen & Katz's fees and expenses as
       counsel to JPMorgan, amounting to $425,000 as of
       September 30, 2006;

(iii) $260,899 as reimbursement to certain Prepetition Lenders
       for fees and expenses paid to L.E.K. Consulting, Inc.,
       consultant to JPMorgan; and

  (iv) $18,038 to JPMorgan for its prepetition expenses.

The Debtors will also pay interest on the agreed amounts from
Aug. 21, 2006, to the payment date, at the interest rate earned
on the funds deposited in the Segregated Account.

Funds remaining in the Segregated Account after the settlement
amounts have been paid in full will be made available to the
Debtors.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, tells the Court that the terms and conditions of the
Letter Agreement are fair and reasonable, and in the best
interests of the Debtors, their estates and their creditors.  He
notes that the nearly $24,000,000 in settlement payments
represent less than half of the amount sought by JPMorgan.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  The Debtors' exclusive period
to file a chapter 11 plan expires on Jan. 16, 2007.

(Northwest Airlines Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


NORTHWEST AIRLINES: Court Okays $778.7 Mil. Sec. Sub. Financing
---------------------------------------------------------------
The Hon. Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York grants Northwest Airlines Corp. and
its debtor-affiliates' request to:

    -- obtain postpetition financing of up to $778,760,000 on a
       secured and subordinated superpriority basis pursuant to
       the

        (i) Commitment Letter dated Nov. 3, 2006, between
            Northwest and Citigroup Global Markets Inc., on
            behalf of Citigroup, Citibank, N.A.; Citicorp USA
            Inc.; Citicorp North America Inc.; and any other of
            their affiliates, and

       (ii) the Fee Letter dated Nov. 3, 2006, between
            Northwest and Citigroup; and

    -- repay and refinance certain existing prepetition loans
       secured by seven Airbus A330 aircraft, existing
       postpetition loans secured by the Airbus A330 aircraft
       with U.S. Registration Nos. N812NW and N860NW, and
       postpetition loans that are scheduled to be made before
       the closing of the new financing in connection with the
       acquisition of the A330 aircraft with U.S. Registration
       Nos. N813NW and N861NW.

Judge Gropper rules, among others, that:

   (1) With respect to any Collateral granted under the Loan
       Documentation, neither the Agents nor the Lenders will be
       required to file or serve financing statements, mortgages,
       notices of lien or similar instruments which otherwise may
       be required under federal or state law in any
       jurisdiction, or take any action, including taking
       possession, to validate and perfect the liens;

   (2) To the extent applicable, the automatic stay under Section
       362 of the Bankruptcy Code is modified to permit the
       Lenders and the Agents under the Aircraft Financing
       Facility to pursue remedies under the Loan Documentation,
       except that five business days' notice to Northwest
       Airlines will be required prior to the commencement of a
       foreclosure action with respect to any Collateral;

   (3) The provisions of the Court order and any actions taken
       pursuant to the Court order will survive entry of any
       order (a) confirming any plan of reorganization in
       Northwest Airlines' Chapter 11 case, (b) converting any of
       the Debtor's Chapter 11 case to a Chapter 7 case, or (c)
       dismissing the Debtor's Chapter 11 case.  The
       superpriority claims and postpetition liens will maintain
       their priority as provided by the Court order and the Loan
       Documentation until all of the obligations under the
       Aircraft Financing Facility are indefeasibly paid in full
       in cash and discharged;

   (4) The Agent and the Lenders are relieved of the requirement
       to file proofs of claim in the Debtor's Chapter 11 case
       with respect to any obligations under the Aircraft
       Financing Facility and any other claims or liens granted;
       and

   (5) The Agents and the Lenders under the Aircraft Financing
       Facility will be entitled to the protections of Section
       364(e) of the Bankruptcy Code.

                    Citigroup-Backed Financing

The Debtors had also asked the Court to file (i) a redacted
version of its request and Commitment Letter, and (ii) the Fee
Letter under seal to protect confidential commercial information
in the agreements.

The Fee and Commitment Letters also contemplate the financing of
the Airbus A320 aircraft with U.S. Registration No. N377NW and
the Airbus A319 aircraft with U.S. Registration No. N371NB, the
existing mortgage loans on which will have been fully repaid at
the time of closing of the new financing.

In order to further its reorganization efforts, Northwest
Airlines has negotiated with Citigroup to arrange refinancing for
certain existing loans, and to provide financing for the purchase
of certain new aircraft, that will provide savings to the Debtor
over the existing loans and financing commitments that it will
replace.

Even though the new loans will have a slightly lower loan-to-
value ratio and shorter average life than the existing
financings, the initial cash outlay by Northwest Airlines in the
refinancing and the faster amortization of the new loans will not
have a significant impact on Northwest's liquidity, and will be
more than set off by the significant cost savings provided by the
refinancing, Mark C. Ellenberg, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, relates.

According to Mr. Ellenberg, the new financing is structured to be
more efficient for lenders in the market, with loan to value
funding levels and average debt amortization repayment schedules
which will make the loans more liquid and attractive to
subsequent investors.

The new postpetition credit facility will continue beyond
Northwest Airlines' emergence from bankruptcy provided certain
conditions are satisfied.  For these reasons, approval of the new
credit facility and the repayment and refinancing of the Debtor's
existing loans will provide significant benefits to the estate
and are important to its restructuring efforts, Mr. Ellenberg
says.

                        Existing Financings

Northwest Airlines owns each of the Prepetition A330 aircraft,
subject to prepetition mortgage loan facilities.  The value of
the collateral under each of the existing loans exceeds the
amounts outstanding under the loans.

In addition, Northwest Airlines and Airbus S.A.S., AVSA, S.A.R.L.
were parties to a purchase agreement, which provided for the
purchase and delivery terms of Airbus A330 aircraft.  Northwest
assumed the A330 Purchase Agreement, subject to certain
amendments and the fixing of contingent administrative
liabilities in the event of liquidation.  Airbus and its
affiliates have agreed to provide or procure financing for up to
10 A330 aircraft scheduled to be delivered in 2006 and 2007, of
which three are subject to the proposed refinancing.

Northwest Airlines also entered into a Term Sheet with United
Technologies Corp. and UT Finance Corp.  UTC also agreed to
provide financing for Northwest's purchase of four new A330
aircraft, of which one is subject to the proposed refinancing.  

The A330 Purchase Agreement and the financing agreements were
filed under seal in order to protect confidential terms.

Northwest Airlines also owns, subject to prepetition mortgage
loan facilities, the Airbus N377NW and N371NB Aircraft.  The
existing loans with respect to each of these aircraft will be
maturing in November and December 2006 pursuant to the Debtor's
1110(a) agreements.

                           New Financing

Pursuant to the Commitment and Fee Letters, Citigroup has agreed
to arrange refinancing for the Prepetition A330 aircraft;
refinancing for the N812NW and N860NW Aircraft that were
delivered to Northwest with financing from Airbus; and
refinancing or new financing, as the case may be, for the N813NW
and N861NW Aircraft that are scheduled to be delivered under the
A330 Purchase Agreement during November and December 2006.

The new financing from Citigroup will be in the form of a senior
secured subordinated superpriority credit facility of up to
$778,760,000 under Sections 364(c)(1), (2) and (3) of the
Bankruptcy Code.  The amount of the facility corresponds to a
percentage of the appraised value of the aircraft to be financed
or refinanced.

As set forth in the Commitment Letter, Citigroup will provide a
senior facility in the principal amount of up to $632,742,500,
and a junior facility in the principal amount of up to
$146,017,500.  

The refinanced aircraft and the new aircraft purchased with
financing under the credit facility will serve as collateral
under the credit facility.  

The senior facility in the principal amount of $632,742,500 is
equal to the total of:

   --  $20,566,000 per 2003 A319 Aircraft;
   --  $22,724,000 per 2003 A320 Aircraft;
   --  $50,095,500 per 2004 A330-200 Aircraft;
   --  $51,733,500 per 2004 A330-300 Aircraft;
   --  $57,895,500 per 2006 A330-200 Aircraft; and
   --  $59,858,500 per 2006 A330-300 Aircraft.

The amounts correspond to 65% of the value of each Aircraft as
set out in a valuation report of Airclaims.

The junior facility in the principal amount of $146,017,500 is
equal to the sum of:

   --  $4,746,000 per 2003 A319 Aircraft;
   --  $5,244,000 per 2003 A320 Aircraft;
   --  $11,560,500 per 2004 A330-200 Aircraft;
   --  $11,938,500 per 2004 A330-300 Aircraft;
   --  $13,360,500 per 2006 A330-200 Aircraft; and
   --  $13,813,500 per 2006 A330-300 Aircraft.

The amounts correspond to 15% of the appraised value of each
Aircraft.

All amounts owing under the credit facility will constitute
superpriority administrative claims against Northwest's
bankruptcy estate, junior only to superpriority claims granted to
the lenders under the Debtor-In-Possession Financing Facility
dated August 21, 2006.

Maturity dates of the senior and junior facilities were not
disclosed, but if these conditions are not satisfied, both
facilities will terminate on the effective date of the Debtors'
reorganization plan:

   (a) Northwest's plan of reorganization becomes effective;

   (b) reorganized Northwest assumes the loans and other
       obligations under the loan documents;

   (c) Citigroup, as collateral agent, on behalf of the lenders,
       has a perfected first priority security interest in the
       collateral entitled to the benefits and restrictions of
       Section 1110 of the Bankruptcy Code; and

   (d) no default or event of default has occurred and be
       continuing under the loan documents.

The facility will be syndicated by Citigroup.  For a period of
time Northwest and its subsidiaries and agents will not be
permitted to syndicate or issue any debt security or commercial
bank or other debt facility, without the prior written consent of
Citigroup, other than secured aircraft debt and lease financings
with respect to certain aircraft, aircraft restructurings and
aircraft financings with manufacturers.

Citigroup will act as the sole Administrative Agent, Collateral
Agent, Lead Arranger, and Book-Running Manager in the
transaction.  It will also have the sole right, but not the
obligation, to add one or more co-arrangers to the facility in
its discretion, with Northwest Airlines' consent.

The new financing is expected to close before year-end 2006.  
Northwest Airlines may prepay any individual aircraft loan under
the credit facility without premium or penalty, subject to
reimbursement of the lenders' LIBOR breakage costs, if any.  
Amounts borrowed under the senior or junior facilities that are
repaid or prepaid may not be reborrowed.  Northwest will also pay
certain fees in connection with the financing.

                          Interest Rates

The interest rates for the two facilities reflect a blend margin
over LIBOR of about 1.97% on an internal rate of return basis.

The interest rates per annum applicable to the senior facility
will be LIBOR, including statutory reserves, plus 1.75% or, at
the option of Northwest Airlines, the Alternate Base Rate plus
0.75%.  The Alternate Base Rate is to be defined as the highest
of:

   (x) the base rate of Citibank, N.A.;

   (y) the Federal Funds rate plus 0.50%; and

   (z) the latest three-week moving average of secondary market
       morning offering rates for three-month certificates of
       deposit, as determined by Citibank and adjusted for the
       cost of reserves and FDIC insurance assessments plus
       0.50%.

The interest rates per annum applicable to the senior facility
will be LIBOR, including statutory reserves, plus 3.50% or, at
Northwest Airlines' option, the Alternate Base Rate plus 2.50%.

LIBOR rate advances will be based on three-month interest
periods.  Interest will be payable quarterly at the end of each
interest period.

During the continuance of any payment default under the loan
documentation, the interest rate on all overdue obligations under
the loan documentation will increase by 2% per annum.

A full-text copy of the redacted Commitment Letter is available
for free at http://ResearchArchives.com/t/s?163d

                   Aircraft Creditors' Concerns

Several aircraft creditors said the Debtors' Financing Motion
does not include a carve-out for the Section 1110 interests in
any of the aircraft subject to the proposed financing.

The aircraft creditors are MBIA Insurance Company, Bank of
America, Transamerica Aviation LLC and TA Air VII, Goldman Sachs
Credit Partners, Credit Industriel et Commercial, DVB Bank AG,
Halifax Bank plc, The Governor and Company of the Bank of
Scotland, Bayerische Landesbank, HSH Nordbank AG, Lloyds Bank
PLC, BS Greenwich Kahala B757 N537US LLC, GMAC Commercial Finance
LLC, Merrill Lynch Credit Products LLC, Bear Stearns Investment
Products Inc., and Sumitomo Bank.

According to Douglas J. Lipke, Esq., at Vedder, Price, Kaufman &
Kammholz P.C., in Chicago, Illinois, the Financing Motion and
redacted Commitment Letter are, at best, unclear about the
proposed treatment of the Section 1110 assets and agreements
under the proposed financing transactions.

Thus, the Aircraft Creditors objected to the Debtors' Financing
Motion and requested that these provisions be included in the
Debtors' proposed draft order:

   (x) No Waiver of Section 1110 Beneficiary Rights; and

   (y) Limitation on Liens in Section 1110 Assets.

The Aircraft Creditors also clarified the definition of a Section
1110 Agreement and the Section 1110 Assets.

On November 20, 2006, the Aircraft Creditors withdrew their
limited objection after the Debtors' counsel assured them that
the Financing Motion does not affect any Section 1110 Assets or
Agreements in which any of them have an interest.

                     About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  The Debtors' exclusive period
to file a chapter 11 plan expires on Jan. 16, 2007.

(Northwest Airlines Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


NOTIFY TECHNOLOGY: Sept. 30 Equity Deficit Narrows to $600,000
--------------------------------------------------------------
Notify Technology Corporation's balance sheet at Sept. 30, 2006,
showed total assets of $1.4 million and total liabilities of
$2 million, resulting in a total shareholders' deficit of
$600,000.  The company's shareholders' deficit at Sept. 30, 2005,
stood at $700,000.

For the fiscal year ended Sept. 30, 2006, the company reported a
net loss of $314,893, compared with a net loss of $557,452 for
fiscal 2005.

The company reported total revenue of $4.3 million for the fiscal
year ended Sept. 30, 2006, compared with $5 million for fiscal
2005.  The decrease in total revenue consisted of a 49% decrease
in its legacy Visual Got Mail revenue partly offset by a 34%
increase in NotifyLink revenue.

Gross margin as a percentage of revenue for the 12-month period
ended Sept. 30, 2006, was 87.2%, compared with 74.4% in the same
12-month period in 2005.

At Sept. 30, 2006, the company's balance sheet also showed
strained liquidity with $1.3 million in total current assets and
$2 million in total current liabilities.

Headquartered in San Jose, California, Notify Technology
Corporation (OTC: NTFY) -- http://www.notifycorp.com/-- is a  
software company that develops mobility products for organizations
of all sizes.  Notify's wireless solutions provide secure
synchronized email and PIM access and management to any size
organization on a variety of wireless 2-way devices and networks.
Notify sells its wireless products directly and through authorized
resellers internationally.


ORECK CORP: Poor Performance Prompts S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Oreck Corp., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.  Approximately
$183 million of debt is affected by this action.
     
"The CreditWatch listing is based on the company's weaker-than-
expected operating performance, which has resulted in key credit
protection measures that are below anticipated levels for the
rating, and tight financial covenants under its bank facility,"
noted Standard & Poor's credit analyst Patrick Jeffrey.

The company's operating performance has been significantly
affected over the past year by the impact of Hurricane Katrina.
While operations have fully resumed, Oreck's financial results
continued to trend below expected levels in the first quarter of
fiscal 2007, further pressuring covenants.

Standard & Poor's will meet with management to discuss the
company's efforts to improve sales levels and its cost structure,
as well as its ability to maintain adequate cushion under its
financial covenants.  It is unlikely that the rating would be
lowered more than one notch as a result of this review.


OVERSEAS SHIPHOLDING: Completes $471 Million Purchase of Maritrans
------------------------------------------------------------------
Overseas Shipholding Group, Inc. completed the acquisition of
Maritrans Inc. for $471 million.  The acquisition was made
pursuant to the definitive merger agreement between the companies
entered on Sept. 25, 2006.

At a special meeting of stockholders of Maritrans held on Nov. 28,
2006, in Philadelphia, Pennsylvania, stockholders holding greater
than a majority of Maritrans' outstanding shares approved and
adopted the merger agreement.  Following the stockholder vote and
in accordance with the merger agreement, Maritrans was merged with
a wholly owned subsidiary of OSG, and each outstanding share of
Maritrans' common stock was converted into the right to receive
$37.50 per share in cash.  Based on 12 million shares outstanding
and the assumption of net debt outstanding as of Sept. 30, 2006,
the transaction is valued at $471 million.  OSG financed the
acquisition with borrowings under its revolving credit agreement
and intends to repay up to $300 million of this amount from
qualified withdrawals under its Capital Construction Fund.  The
transaction is expected to be immediately accretive to OSG's
earnings, before consideration of any transaction synergies.  
Maritrans will be renamed "OSG America, Inc." in connection with
the transaction.

As a result of the combination, OSG's U.S. Flag fleet now totals
35 operating and newbuild vessels that include handysize product
carriers, a car carrier, dry bulk carriers and articulated tug
barges.  OSG's U.S. Flag fleet provides U.S.-based companies with
a broad range of short haul and long haul transportation and
lightering services.  The strategic acquisition also gives OSG a
presence in all four major U.S. trading routes: intra U.S.-Gulf,
U.S. Gulf to the East Coast, U.S. Gulf to the West Coast and the
Alaskan North Slope trades.

"We view having a leading presence in the Jones Act trade as
integral to our long-term strategy of growth and diversification,"
Morten Arntzen, President and Chief Executive Officer of OSG,
commented.  "As a leading player in the U.S. coastwise trade, we
can provide commercial and government customers a diversified
portfolio of services.  Our fleet of high quality tankers and
barges coupled with an experienced team of more than 930 sea and
shore-based professionals, enables us to continue to provide
superior customer service as well as serving as a platform for
future expansion."

"The predominantly medium and long-term nature of U.S. Flag
revenues support our balanced chartering strategy, thus enhancing
the stability of OSG's future earnings overall," stated Myles
Itkin, Executive Vice President and Chief Financial Officer of
OSG.  "Additionally, OSG derives substantial economic benefit by
being able to apply its CCF fund to this transaction."

Jonathan P. Whitworth, 39, appointed Senior Vice President of OSG
and Head of the U.S. Flag Strategic Business Unit in conjunction
with the transaction, commented, "Since 1998, Maritrans has been
actively engaged in a double-hull rebuilding program aimed at
ensuring that its Jones Act fleet is 100% compliant with the U.S.
Oil Pollution Act of 1990.  Maritrans' patented barge rebuilding
process allows articulated tug barges to be converted at a
significant cost advantage.  The rebuild and newbuild programs of
the newly combined Company comprise thirteen vessels, including
the Overseas Houston, which will be delivered next month and has
been chartered to Shell, and the articulated tug and barge unit,
the Overseas Vision and M350, which is scheduled to deliver late
next year and commence a long-term charter to Sunoco.  The
newbuild program with vessels delivering through 2010 provides
needed tonnage in the Jones Act trade, which is facing a
significant phase-out of non-OPA compliant vessels."

Mr. Whitworth will lead OSG's U.S. Flag strategic business unit
from its offices in Tampa, Florida and will report directly to Mr.
Arntzen.  The management team of OSG's U.S. Flag unit includes
Eric F. Smith, 41, who previously led the unit, as Chief
Commercial Officer and Head of Government Affairs, Jack Robinson,
57, as Vice President Marine Operations, Christopher J. Flanagan,
47, as Vice President Marine Technical, Norman D. Gauslow, 60, as
Vice President Marine Labor Relations and Matthew J. Yacavone, 39,
as Vice President Business Development.

                        About Maritrans

Headquartered in Tampa, Florida, Maritrans Inc., (NYSE: TUG)
-- http://www.maritrans.com/-- is a U.S.-based company with a   
78-year commitment to building and operating petroleum transport
vessels for the U.S. domestic trades.  Maritrans employs a fleet
of 11 ATBs, five product carriers, two of which have been
redeployed to transport non-petroleum cargoes, and three large
ATBs under construction.  Approximately 75% of the company's oil
carrying fleet capacity is double-hulled with a fleet capacity
aggregating approximately 3.4 million barrels, 79% of which is
barge capacity.  Maritrans maintains an office in the
Philadelphia area.

                 About Overseas Shipholding

Headquartered in New York, U.S.A., Overseas Shipholding Group,
Inc. (NYSE:OSG) -- http://www.osg.com/-- is one of the largest    
publicly traded tanker companies in the world with an owned,
operated and newbuild fleet of 117 vessels, aggregating 13.0
million dwt and 865,000 cbm, as of June 30, 2006.  As a market
leader in global energy transportation services for crude oil
and petroleum products in the U.S. and International Flag
markets, the company is committed to setting high standards of
excellence for its quality, safety and environmental programs.   
OSG is recognized as one of the world's most customer-focused
marine transportation companies, with offices in New York,
Athens, London, Manila, Newcastle and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Moody's Investors Service's confirmed Overseas Shipholding
Group, Inc.'s Ba1 Corporate Family Rating.


OWENS CORNING: Professional Fee Claims Bar Date Set for January 2
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Jan. 2,
2006 as the deadline for filing professional fee claims against
Owens Corning and its debtor-affiliates.

The Reorganized Debtors inform all professionals employed in the
Debtors' Chapter 11 cases that they must file their final requests
for compensation or reimbursement of fees on or before Jan. 2,
2007.  The Debtors' Plan of Reorganization took effect on Oct. 31,
2006.

Pursuant to Sections 327, 328, 330, 331, 503(b) or 1103 of the
Bankruptcy Code, the professionals covered by the January 2 bar
date include professionals seeking compensation or reimbursement
of costs and expenses relating to services performed after the
Petition Date and prior to and including the Effective Date in
connection with the Reorganized Debtors' Chapter 11 cases.

The Jan. 2, 2007 bar date covers professionals retained by the
Debtors, the Official Committee of Unsecured Creditors Committee,
the Official Committee of Asbestos Claimants, and the Legal
Representative for the Class of Future Asbestos Claimants.

For claims making a substantial contribution under Sections
503(b)(3)(D) or 503(b)(4), the professionals covered by the bar
date include professionals hired by the Ad Hoc Bondholders'
Committee and the Ad Hoc Equity Holders' Committee.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.


PILGRIM'S PRIDE: Inks $1.1 Billion Merger Agreement with Gold Kist
------------------------------------------------------------------
Pilgrim's Pride Corporation and Gold Kist Inc. entered into a
definitive merger agreement under which Pilgrim's Pride will
acquire all of the outstanding shares of Gold Kist common stock
for $21 per share in cash.  The transaction, which was unanimously
approved by the boards of directors of both Pilgrim's Pride and
Gold Kist, has a total equity value of approximately $1.1 billion,
plus the assumption of approximately $144 million of Gold Kist's
debt.

Together, Pilgrim's Pride and Gold Kist will create the world's
leading chicken company in terms of production and the third-
largest U.S. meat protein company by revenues.  The combined
company will have a broad geographic reach and customer base,
while maintaining a balanced portfolio of fresh chicken and value-
added products.  In particular, the enhanced geographic
diversification will enable the new Pilgrim's Pride to compete
more efficiently both in the U.S. and internationally.

"This is a momentous day for both companies and for the chicken
industry," said Lonnie "Bo" Pilgrim, chairman of Pilgrim's Pride.  
"We believe the combination of these two great companies will
result in substantial value creation for our respective
stockholders, employees, business partners and other
constituencies."

"We are excited about the opportunity to begin realizing the
substantial benefits that will result from the combination between
Pilgrim's Pride and Gold Kist," added O.B. Goolsby, Jr., Pilgrim's
Pride president and chief executive officer.  "The combined
company will be well-positioned to provide even better service to
its customers.  We look forward to welcoming Gold Kist's employees
and contract growers to the Pilgrim's Pride family so they can
participate in the long-term growth opportunities of the combined
company."

Pilgrim's Pride expects to achieve approximately $50 million of
annualized synergies, primarily from the optimization of
production and distribution facilities and cost savings in
purchasing, production, logistics and SG&A.  Pilgrim's Pride
expects the acquisition will be accretive to the company's diluted
earnings per share after the first full year of operations.  
Pilgrim's Pride believes that the combined company will have a
strong financial position and substantial cash flow, enabling it
to consistently reduce debt and return to historical debt levels.

"After careful consideration, the special committee of independent
directors, as well as our entire board, determined that the
Pilgrim's Pride enhanced offer is in the best interests of our
shareholders, employees, growers and customers," said A.D.
Frazier, chairman of Gold Kist.  "Since becoming a public company
more than two years ago, Gold Kist has made significant progress
in achieving its business goals.  We look forward to working with
the Pilgrim's Pride board and management on a smooth integration,
and we recommend that all stockholders embrace this transaction by
tendering their shares into the premium offer."

"This transaction will position the combined company for long-term
growth and leadership in our industry," said John Bekkers,
president and chief executive officer of Gold Kist.  "The
collective talents and expertise of our employees and growers,
along with our combined customer relationships, will represent a
new standard in the chicken business and make Pilgrim's Pride the
preeminent industry player."

The Pilgrim's Pride offer represents an approximately 62% premium
over Gold Kist's closing stock price on Aug. 18, 2006, the last
day of trading before Pilgrim's Pride notified Gold Kist's board
of directors in a public letter that it was offering to purchase
the company.

Under the terms of the merger agreement, Pilgrim's Pride will
amend its tender offer to increase its offer price to $21 per
share and Gold Kist will amend its Schedule 14D-9 to include the
Gold Kist board's recommendation that Gold Kist stockholders
tender their shares to Pilgrim's Pride pursuant to the amended
tender offer.  A revised offer to purchase will be distributed to
Gold Kist stockholders and the scheduled expiration date for the
amended tender offer is 5:00 p.m., New York City Time,
Dec. 27, 2006, unless extended.  The offer and related
transactions contemplated by the merger agreement are subject to
the satisfaction of customary closing conditions.  

As reported in the Troubled Company Reporter on Oct. 20, 2006, the
transaction has received early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Baker & McKenzie LLP and Morris, Nichols, Arsht & Tunnell, LLP are
acting as legal counsel and Credit Suisse, Legacy Partners Group
LLC and Lehman Brothers Inc. are acting as financial advisors to
Pilgrim's Pride.  Innisfree M&A Incorporated is acting as
information agent for Pilgrim's Pride's offer.  Lehman Brothers
Inc. and Credit Suisse have provided financing commitments.

Merrill Lynch & Co. and Gleacher Partners LLC are serving as
financial advisors to Gold Kist.  Alston & Bird LLP and Richards,
Layton & Finger P.A. are serving as outside legal counsel to Gold
Kist.  MacKenzie Partners is acting as information agent for Gold
Kist.

                          About Gold Kist

Based in Atlanta, Georgia, Gold Kist Incorporated (NASDAQ: GKIS)
-- http://www.goldkist.com/-- operates a fully integrated chicken  
production, processing and marketing business.  Gold Kist's
production operations include nine divisions located in Alabama,
Florida, Georgia, North Carolina and South Carolina.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corp.
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,  
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.

                        *    *    *

Moody's Investors Service's implementation of its new Probability-
of-Default and Loss-Given-Default rating methodology for the U.S.
Consumer Products sector, the rating agency held its Ba2 Corporate
Family Rating for Pilgrim's Pride Corp.  In addition, Moody's
revised or held its probability-of-default ratings and assigned
loss-given-default ratings on the company's note issues, including
an LGD6 rating on its $100 million 9.25% Sr. Sub. Global Notes
Due Nov. 15, 2013, suggesting noteholders will experience a 95%
loss in the event of a default.


PITTSFIELD WEAVING: Committee Hires Sheehan Phinney as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized the Official Committee of Unsecured Creditors in
Pittsfield Weaving Company's chapter 11 case, to retain Bruce A.
Harwood, Esq., and the firm Sheehan Phinney Bass + Green, PA, as
its counsel.

Sheehan Phinney will:

   a) advise the Committee with respect to its powers and duties
      in the pending Chapter 11 Case;

   b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor, the operation of the Debtor's business, or other
      matters relevant to the case;

   c) assist the Committee in analyzing and negotiating any plan
      or plans of reorganization filed in this case and, to the
      extent necessary or appropriate, drafting, structuring or
      negotiating a competing plan of reorganization;

   d) appear before the Bankruptcy Court and such other Courts as
      necessary or appropriate in connection with matters relating
      to this case or the Debtor's estate;

   e) object, assent or otherwise respond to matters brought
      before the Court which affect the rights of the Committee or
      its members; and

   f) perform all other legal services, which may be necessary or
      appropriate or normally incident to chapter 11 cases.

Mr. Harwood will be billed $290 per hour for his work.  James S.
LaMontagne, Esq., a Sheehan Phinney member, will charge the Debtor
$225 per hour for his work.  Other firm's professionals bill:

          Designation            Hourly Rate
          -----------            -----------
          Associates                $145
          Paralegal                 $110
          Legal Assistant            $55

Mr. Harwood 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.


PRESIDENT CASINOS: Court Confirms Unit's Reorganization Plan
------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Missouri has entered an order confirming the Chapter 11 plan of
reorganization submitted by President Riverboat Casino-Missouri,
Inc., a wholly owned subsidiary of President Casinos, Inc. that
conducts President's St. Louis, Missouri gaming operations.

The plan of reorganization approved by the Bankruptcy Court for
the Eastern District of Missouri provides that the stock of PRC-MO
will be sold to Pinnacle Entertainment, Inc. for approximately
$31 million pursuant to the terms of a purchase agreement
previously entered into between President and Pinnacle.

Upon closing of the transaction, the plan of reorganization calls
for the creation of a distribution trust to distribute to
creditors the proceeds of the sale and certain other assets of
PRC-MO.  All priority and administrative claims and claims of
unsecured trade creditors will be paid in full pursuant to the
plan of reorganization.  The plan of reorganization also provides
that holders of President's outstanding bonds will be paid the
amount of their claims less a $10 million discount (or
approximately $50.6 million).  An aggregate of $5 million of the
$10 million discount will be permanently waived, and the remaining
$5 million will be deferred and be payable from one-half of any
future amounts in excess of $5 million recovered by President
pursuant to certain specified pending litigation and tax refund
claims.

In addition, under the plan of reorganization the first $5 million
from such litigation and tax refund claims and one-half of any
recoveries in excess of $5 million will be used first to pay the
outstanding bankruptcy claim of John Edward Connelly & Associates
and its assignees (in the amount of approximately $3.3 million)
with the balance to be distributed to President.

The plan of reorganization does not become effective until the
closing of the sale of the stock of PRC-MO to Pinnacle
Entertainment.  The Missouri Gaming Commission has approved the
sale of PRC-MO stock to Pinnacle.  The closing of the sale
transaction remains subject to various closing conditions.

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a   
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.  Thomas
E. Patterson, Esq., and Ronn S. Davids, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP and E. Rebecca Case, Esq., and Howard S.
Smotkin, Esq., at Stone, Leyton & Gershman, P.C., represent the
Official Committee of Equity Security Holders.


Q COMM: Posts $1.3 Million Net Loss in Third Quarter of 2006
------------------------------------------------------------
Q Comm International Inc. has filed its third quarter financials
ended Sept. 30, 2006, with the Securities and Exchange Commission.

For the three months ended Sept. 30, 2006, the company reported a
$1,379,232 net loss on $12,430,361 of total sales, compared with a
$1,119,533 net loss on $12,782,094 of total sales in the
comparable quarter of 2005.

At September 30, the company's balance sheet showed $5,029,021 in
total assets, $2,309,876 in total liabilities, and $2,719,145 in
total stockholders' equity.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?164c

                        Going Concern Doubt

Hansen, Barnett & Maxwell, Salt Lake City, Utah, expressed
substantial doubt about Q Comm International's ability to continue
as a going concern after it audited the Company's financial
statements for the fiscal years ended Dec. 31, 2005 and 2004.  The
auditing firm pointed to the recurring losses from operations and
accumulated deficit.

                           About Q Comm

Q Comm International Inc. -- http://www.qcomm.com/-- is a   
prepaid transaction processor that electronically distributes
prepaid products from service providers to the point of sale.  Q
Comm offers proprietary prepaid transaction processing platforms,
support of various point-of-sale terminals, product management,
merchandising, customer support and engineering.


REFCO INC: Has Until January 12 to Solicit Plan Acceptances
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends Refco Inc. and its debtor-affiliates' exclusive periods to
solicit acceptances of their First Amended Chapter 11 Plan through
and including Jan. 12, 2007, without prejudice to their right to
seek further extensions.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a   
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.

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


REFCO INC: Various Parties Raise Issues Against Joint Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved procedures governing discovery with respect to the
confirmation of the Chapter 11 Plan filed by Refco Inc. and its
debtor-affiliates; Marc S. Kirschner, the Chapter 11 Trustee for
Refco Capital Markets, Ltd.; and the Joint Sub-Committee of the
Official and Additional Committees of Unsecured Creditors, the
Troubled Company Reporter reported on Nov. 17, 2006.

Pursuant to the Court's order governing discovery with respect to
confirmation of the First Amended Joint Chapter 11 Plan, the Ad
Hoc Committee of Equity Security Holders of Refco, Inc.; Forex
Capital Markets, LLC; and certain customers and creditors of the
Chapter 11 Debtors, including Refco FX Associates, LLC, and Refco
Capital Markets, Ltd., separately filed with the Court their
statements of issues to be raised against the confirmation of the
Joint Chapter 11 Plan for the Refco Debtors.

The Court will convene a Plan confirmation hearing on Dec. 15,
2006.

(1) Ad Hoc Equity Committee

The Ad Hoc Equity Committee contends that the Plan violates
Section 1129(a)(7) of the Bankruptcy Code because, among others:

   (a) the Plan fails to provide Refco, as the equity security
       holder of New Refco Group Ltd., LLC, and holders of
       Class 8 Old Equity Interests as much as they would
       receive in Refco's hypothetical Chapter 7 liquidation;

   (b) the vast majority of proofs of claim filed against Refco
       and New Refco lack merit and would be disallowed in a
       Chapter 7 liquidation of the parties;

   (c) the scheduled intercompany debt of Refco and New Refco
       lacks basis and would not result in an allowed
       intercompany claim against them;

   (d) Refco and New Refco possess valuable causes of action
       against third parties, the proceeds of which, in a
       Chapter 7 Liquidation, would provide a distribution to
       Class 8 Old Equity Interests greater than what is
       provided to them under the Plan;

   (e) there are likely many additional claims and defendants
       known to the Plan Proponents -- information that are not
       available to the Ad Hoc Equity Committee;

   (f) Refco and New Refco suffered damages in the form of loss
       of value in their subsidiaries, which is cognizable under
       applicable law;

   (g) Refco suffered damages in the form of the loss of its IPO
       proceeds;

   (h) any fraudulent transfer claims or other non-preference
       avoidance claim brought by Refco and New Refco would not
       result in a replacement claim against them under Section
       502(h);

   (i) the Plan improperly releases subsidiary estates for
       liabilities that are effectively reallocated to the
       parent estates; and

   (j) in addition to improperly providing proceeds of Refco and
       New Refco causes of action to subsidiary creditors ahead
       of equity, the Plan does protect equity's chance to
       receive any residual value under this waterfall.

The Ad Hoc Equity Committee asserts that the compromises embodied
in the Plan are improper and should not be approved because the
settlements:

   (i) were not negotiated at arm's-length since the fiduciaries
       representing Refco and New Refco were conflicted;

  (ii) were negotiated with no consideration given to Refco and
       New Refco's downstream claims for loss, damages and
       contribution;

(iii) cannot be approved because they materially prejudice
       Class 8 Old Equity Interests; and

  (iv) do not satisfy the standards applicable under Rule 9019
       of the Federal Rules of Bankruptcy Procedure and Section
       1123(b)(3)(A).

In addition, the Ad Hoc Equity Committee complains that the Plan
violates Sections 1129(a)(1) to (3) because it does not comply
with the applicable provisions of the Bankruptcy Code.

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York,
tells Judge Drain that it is likely that Section 1129(a)(10) will
not be satisfied as to Refco and New Refco, because:

   -- given that the Plan does not provide for substantive
      consolidation, at least one impaired accepting class of
      Refco and New Refco must vote to accept the Plan, not
      counting the vote of insiders; and

   -- there are three potential impaired accepting subclasses
      for Refco and New Refco corresponding to Class 5(a),
      Class 5(b), and Class 6.

Mr. Silverstein further argues that the Plan fails to satisfy the
Section 1129(b) cram-down requirements on the basis that it
discriminates unfairly against, and is not fair and equitable to,
holders of Class 8 Old Equity Interest because it deprives them
of the proceeds of causes of action to which they would be
entitled.

To the extent that the Plan Proponents seek substantive
consolidation, or the Plan is deemed to constitute a substantive
consolidation, of Refco and New Refco with any of the other Refco
entities, the consolidation is manifestly inappropriate, Mr.
Silverstein maintains.

The Ad Hoc Equity Committee reserves the right to take discovery
on any issue that has been addressed to date, to the extent those
issues have any bearing on the Plan confirmation.

(2) FXA Customers

The FXA Customers assert that the customer funds held by FXA that
are to be subject to a variety of equitable remedies do not
constitute property of the estate under Section 541(a) of the
Bankruptcy Code.

Therefore, the Plan as it relates to FXA cannot dispose of funds,
the FXA Customers contend.

Todd E. Duffy, Esq., at Duffy & Amedeo LLP, in New York, states
that the Plan cannot be confirmed before final adjudication of
the FXA Customers' property rights in the customer funds on
deposit with FXA.

Mr. Duffy adds that the Plan violates the Section 1122
requirements in respect of the classification of customer claims
with non-customer claims.

Mr. Duffy argues that Plan is not feasible under Section
1129(a)(11) and does not otherwise satisfy the confirmation
requirements as it proposes to use customer funds -- subject of a
variety of equitable remedies, including constructive trust
claims -- to pay claims of other non-customer creditors.

The FXA Customers contend that the global settlement proposed in
the Plan violates the requisite elements of Rule 9019 and
applicable decisional law.  Specifically, FXA is not receiving
any comparable or reasonable benefit under that settlement in
exchange for waiving its rights to collect on the $84,000,000
intercompany receivable owed to FXA.

Mr. Duffy states that the value attributable to the agreement by
the senior secured lenders and the senior subordinated
noteholders to waive or release their claims against FXA is not
reasonable in relation to the value attributable to the
distribution that FXA could obtain from RCM on account of the
intercompany receivable.

The FXA Customers also assert that the creation of Refco FX
Convenience Claims in Class 6 violates Section 1122.

Furthermore, the FXA Customers complain that the Plan violates
Section 1129(a)(7) requirements, as to whether claimholders in
dissenting and impaired classes will receive or retain under the
Plan on account of claim property of a value that is not less
than the amount that a holder would receive or retain if the
debtor were liquidated under Chapter 7.

Mr. Duffy notes that FXA Customers will receive a larger recovery
on their claims either:

   (i) based on the variety of equitable remedies asserted in the
       constructive trust litigation presently pending;

  (ii) through a Chapter 7 of FXA; and

(iii) as a result of the denial of the Global Settlement,
       enabling FXA to seek to avoid the claims and liens of the
       senior secured lenders and the senior subordinated
       noteholders, while at the same time, recover a dividend
       on the intercompany receivable owed from RCM.

The FXA Customers reserve the right to assert additional
objections to the Plan Confirmation.

(3) FXCM

Forex Capital Markets, LLC, may object to the Plan to the extent
that its provision prejudices the right of FXCM or any of its
holder of interest or affiliate to seek rescission of Refco Group
Ltd., LLC's purchases of interest in FXCM Entities.

FXCM and certain holders of interests in FXCM Entities have filed
proofs of claim against RGL and other related Debtors, asserting
the right to seek rescission of purchases of interests in FXCM
Entities.

In addition, FXCM may object to the Plan to the extent that it
does not provide an opportunity for any holder of an interest in
any FXCM Entity to exercise any right of first refusal contained
in a Limited Liability Operating Agreement or other similar
document for any FXCM Entity.

Accordingly, FXCM and its affiliates reserve the right to assert
additional Plan confirmation objections, and to contend that the
Discovery Order:

   (i) violates the Federal Rules of Bankruptcy Procedure,
       including Bankruptcy Rule 2002;

  (ii) was not entered after "notice and a hearing" within the
       meaning of Section 102(1) of the Bankruptcy Code; and

(iii) denies them due process of law as required by the Fifth
       Amendment to the Constitution of the United States of
       America.

                          About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a   
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.

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


REVLON CONSUMER: Plans to Increase Term Loan to $840 Million
------------------------------------------------------------
Revlon Consumer Products Corporation, a wholly owned operating
subsidiary of Revlon Inc., plans to refinance its existing credit
agreement as part of its overall plans to improve cash flow and
strengthen its balance sheet and capital structure.

As part of the refinancing, RCPC expects to refinance and replace
its existing $800 million term loan with a new 5-year $840 million
term loan facility and amend its existing $160 million multi-
currency revolving credit facility and extend its maturity through
the same 5-year period.  The 2006 Term Loan Facility will be
secured by substantially the same collateral package and
guarantees that secure RCPC's existing term loan facility and the
2006 Revolving Credit Facility will continue to be secured by its
existing collateral package and guarantees.

RCPC expects to use the proceeds of the 2006 Credit Facilities to
repay in full the approximately $800 million of outstanding
indebtedness under its existing term loan facility.  The balance
of the proceeds is expected to be available for general corporate
purposes, after paying fees and expenses related to the 2006
Credit Facilities.

RCPC expects to close and fund the 2006 Credit Facilities in late
December 2006.  Consummation of the 2006 Credit Facilities
transactions is subject to a number of customary conditions,
including, among other things, the execution of definitive
documentation, perfection of security interests in collateral and
that Revlon launch a rights offering for at least $100 million in
equity securities.

The Company also disclosed that Citicorp Global Markets Inc.
agreed to act as sole lead arranger and sole bookrunner with
Citicorp USA Inc. acting as administrative agent on the 2006 Term
Loan Facility and 2006 Revolving Credit Facility.  JPMorgan Chase
Bank N.A. agreed to act as syndication agent on the 2006 Term Loan
Facility.

Revlon Inc. -- http://www.revloninc.com/-- is a worldwide  
cosmetics, skin care, fragrance, and personal care products
company.  The Company's brands include Revlon(R), Almay(R), Vital
Radiance(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

Headquartered in New York, Revlon Consumer Products Corp. is a
worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly owned subsidiary of
Revlon Inc. -- http://www.revloninc.com/-- which in turn is  
majority-owned by MacAndrews and Forbes, which is wholly-owned by
Ronald O. Perelman.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service reported that it lowered Revlon Consumer
Products Corporation's long-term ratings, including the corporate
family rating to Caa1 from B3.  Moody's affirmed the company's
speculative grade liquidity rating of SGL-4.

As reported in the Troubled Company Reporter on Sept. 27, 2006,
Standard & Poor's Ratings Services lowered all of its ratings on
New York City-based Revlon Consumer Products Corp., including its
corporate credit rating, to 'CCC+' from 'B-'.  S&P said outlook is
negative.


REVLON INC: To Launch $100 Million Rights Offering
--------------------------------------------------
Revlon Inc. intends to launch a $100 million rights offering that
would allow stockholders to purchase additional shares of its
Class A common stock.  The proceeds of the equity issuance will be
used to reduce debts.

Pursuant to the rights offering, the company would distribute at
no charge to each stockholder of record of its Class A and Class B
common stock, as of the close of business on Dec. 11, 2006,
transferable subscription rights to enable the stockholders to
purchase shares of Class A common stock at a subscription price to
be determined by a committee of Revlon's independent directors and
based on market conditions at the time of the rights offering.

Pursuant to an over-subscription privilege in the rights offering,
each rights holder that exercises its basic subscription privilege
in full may also subscribe for additional shares at the same
subscription price per share, to the extent that other
stockholders do not exercise their subscription rights in full.

MacAndrews & Forbes, Revlon's parent company, which is wholly-
owned by Ronald O. Perelman, has agreed to purchase its pro rata
share of the $100 million of Class A common stock covered by the
rights offering.  Additionally, MacAndrews & Forbes will backstop
up to $75 million of the rights offering by purchasing the number
of remaining shares of Class A common stock offered but not
purchased by other stockholders.

The Company also disclosed that, although MacAndrews & Forbes is
entitled to an over-subscription right, it has agreed not to
exercise the right to maximize the shares available for purchase
by other stockholders.

The rights offering will be conducted via an existing effective
shelf registration statement.  Approximately $50 million of the
proceeds from the rights offering are expected to be used to
redeem approximately $50 million principal amount of the 8-5/8%
Senior Subordinated Notes due 2008 of Revlon Consumer Products
Corporation, the company's wholly-owned operating subsidiary, with
the remainder of the proceeds to be used to repay indebtedness
outstanding under RCPC's $160 million multi-currency revolving
credit facility, after paying fees and expenses related with the
rights offering.

The shares to be sold to MacAndrews & Forbes will be sold in
reliance on Rule 506 under the Securities Act of 1933, as amended.
The proposed issuance of shares to MacAndrews & Forbes will not be
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

The company expects to consummate the rights offering in
January 2007 subject to market and other customary conditions, at
which time RCPC's existing $87 million line of credit from
MacAndrews & Forbes will be amended to provide for the
continuation of $50 million of the line of credit through
Jan. 31, 2008, on substantially the same terms.

Revlon Inc. -- http://www.revloninc.com/-- is worldwide a  
cosmetics, skin care, fragrance, and personal care products
company.  The Company's brands include Revlon(R), Almay(R), Vital
Radiance(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).

At Sept. 30, 2006, Revlon Inc.'s balance sheet showed $925 million
in total assets and $2.150 billion in total liabilities, resulting
in a $1.225 billion stockholders' deficit.


RESIDENTIAL ASSET: S&P Junks Rating on Class M-I-3 Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class
M-I-3 from Residential Asset Securities Corp. Series 2002-KS2
Trust to 'CCC' from 'B' and removed it from CreditWatch, where it
was placed with negative implications June 6, 2006.

According to Standard & Poor's surveillance practices, classes of
certificates or notes from RMBS transactions with ratings lower
than 'B-' are no longer eligible to be on CreditWatch.

In addition, the rating on class M-II-2 from series 2003-KS2 was
lowered to 'BBB' from 'A+' and placed on CreditWatch negative, and
the ratings on three other classes from series 2002-KS2 and
2003-KS1 were placed on CreditWatch negative.

Concurrently, 15 other ratings from these three transactions were
affirmed.

The lowered ratings and CreditWatch placements on the series 2002-
KS2 and 2003-KS2 certificates were based on erosion of credit
support due to mortgage loan pool performance that has allowed
overcollateralization percentages to fall below their target
levels.

In addition, the amount of delinquencies in the pools suggests
that this performance trend could continue.  As of the
Nov. 25, 2006, distribution date, cumulative losses in the
affected pools ranged from 1.65% to 4.14% of the original pool
balances. Ninety-plus-day delinquencies ranged from 13.74% to
35.51% of the current pool balances.

The CreditWatch placements on the series 2003-KS1 certificates
were based on recent losses that have caused the o/c percentage to
fall below its target and on the level of delinquencies in the
pool.  As of the Nov. 25, 2006,distribution date, the o/c level
was approximately $6.37 million, or 0.42% of the original pool
balance, compared with an o/c target of 0.5%.

Additionally, 36.88% of the pool balance is 90 days or more
delinquent, in foreclosure, or REO.

Standard & Poor's will closely monitor the performance of the
classes with ratings on CreditWatch.  If pool performance improves
to a point at which credit support percentages increase, Standard
& Poor's will affirm these ratings and remove them from
CreditWatch.

Conversely, if credit support percentages continue to
decline, negative rating actions can be expected.

The affirmations are based on credit support levels that are
sufficient to maintain the current ratings on the certificates.
Credit support for these transactions is provided by a combination
of excess interest, o/c, and subordination.

The underlying collateral for these transactions consists
primarily of fixed- and adjustable-rate, first-lien, 30-year
mortgages on one- to four-family homes.  Residential Funding Corp.
acquired the loans in these transactions in accordance with its
AlterNet program.  Residential Funding established this program
primarily to purchase mortgage loans made to borrowers with less-
then-perfect credit histories or higher debt-to-income
ratios, or those who present certain other risks to investors.

       Rating Lowered and Removed from Creditwatch Negative
                            RASC Trust

                                         Rating
                                         ------
           Series     Class       To               From
           ------     -----       --               ----    
           2002-KS2   M-I-3       CCC              B/Watch Neg

         Rating Lowered and Placed on Creditwatch Negative
                            RASC Trust

                                         Rating
                                         ------
           Series     Class       To               From
           ------     -----       --               ----     
           2003-KS2   M-II-2      BBB/Watch Neg    A+

             Ratings Placed on Creditwatch Negative
                            RASC Trust
                           
                                         Rating
                                         ------
           Series     Class      To                From
           ------     -----      --                ----   
           2002-KS2   M-I-2      A/Watch Neg       A
           2002-KS2   M-II-2     A/Watch Neg       A
           2003-KS1   M-2        A/Watch Neg       A
            
                         Ratings Affirmed
                            RASC Trust

           Series     Class                    Rating
           ------     -----                    ------  
           2002-KS2   A-I-5, A-I-6             AAA
           2002-KS2   A-IIA, A-IIB             AAA
           2002-KS2   M-I-1, M-II-1            AA
           2003-KS1   A-I, A-II                AAA
           2003-KS1   M-1                      AA
           2003-KS2   A-I-5, A-I-6             AAA
           2003-KS2   M-I-1, M-II-1            AA
           2003-KS2   M-I-2                    A+
           2003-KS2   M-I-3                    BBB+


SAINT VINCENTS: Can Access Sun Life's Collateral Until March 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
with the consent of Sun Life Assurance Company of Canada and Sun
Life Assurance Company of Canada (U.S.), extends the termination
date for Saint Vincent Catholic Medical Centers of New York and
its debtor-affiliates' use of the Sun Life Cash Collateral through
and including March 2, 2007.

On January 1, February 1, and March 1, 2007, the Debtors will pay
to Sun Life a $368,404 monthly interest due under the Loan
Documents.

The Official Committee of Unsecured Creditors, and Sun Life have
also stipulated to extend the reservation of rights period,
through and including March 2, 2007, with respect to:

   (a) the Westchester Notes;

   (b) the Westchester Collateral; and

   (c) all claims, challenges, causes of action and objections
       related to the Westchester Notes and Collateral.

As reported in the Troubled Company Reporter, Saint Vincent
Catholic Medical Centers of New York issued $78.3 million in
promissory notes to the order of Sun Life Assurance Company of
Canada and Sun Life Assurance Company of Canada (U.S.) prior to
its bankruptcy filing.  The Promissory Notes are secured by first
priority liens to the Debtors' various properties.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 40 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


SARM MORTGAGE: Fitch Assigns Low-B Ratings to $1.6 Million Certs.
-----------------------------------------------------------------
Structured Adjustable Rate Mortgage Loan Trust's $181.8 million
mortgage pass-through certificates, series 2006-11, which closed
Nov. 30, 2006, are rated by Fitch Ratings:

   -- $172.4 million classes 2-A1, 2-A2, 3-A1, 3-A2 and R 'AAA';
   -- $4.0 million class B1-II, 'AA';
   -- $2.4 million class B2-II 'A';
   -- $1.4 million class B3-II, 'BBB';
   -- $912,000 class B4-II 'BB';
   -- $729,000 class B5-II 'B'.

The Group II 'AAA' rating on the senior certificates reflects the
5.5% total credit enhancement provided by the 2.20% class B1-II,
the 1.3% class B2-II, the 0.75% class B3-II, the privately offered
0.5% class B4-II, and the privately offered 0.4% class B5-II, as
well as the non-rated, privately offered 0.35% class B6-II.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loan Services, Inc. and the primary servicing capabilities
of Countrywide Home Loan Servicing LP and Aurora Loan Services
LLC.

Group II consists of 313 adjustable-rate, conventional, first lien
residential mortgage loans, substantially all of which have
original terms to stated maturity of 30 years.  As of the
Nov. 1, 2006 cut-off date, the mortgages have an aggregate
principal balance of approximately $182,477,097.  The Group II
mortgage pool has a weighted average original loan-to-value ratio
of 73.31%, a weighted average coupon of 6.68%, and a weighted
average remaining term to maturity of 359.

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

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentages of originations
are Countrywide Home Loans Servicing LP and Lehman Brothers Bank,
FSB.

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


SATELLITE SECURITY: Sept. 30 Balance Sheet Upside-Down by $5.9MM
----------------------------------------------------------------
Satellite Security Corp. reported a $3.4 million net loss on
$419,632 of revenues for the third quarter ended Sept. 30, 2006,
compared with a $373,705 net loss on $263,431 of revenues for the
same period in 2005.

At Sept. 30, 2005, the company's balance sheet showed $2.0 million
in total assets and $7.9 million in total liabilities, resulting
in a $5.9 million total stockholders' deficit.

The company's revenues are derived from two sources, the sale of
hardware that uses Global Positioning System and ReFLEX paging
technology, and the provisioning of asset tracking and related
monitoring services.  Revenues increased due to increased hardware
sales partially offset by decreased monitoring service revenue
from the company's Monitoring and Support Center.

Cost of revenues were $355,764 or 85% for the three months ended
Sept. 30, 2006, compared to $186,132 or 71% for the same period in
2005.  Cost of revenues as a percentage of revenues increased
$169,632 due to product mix, as a higher percentage of revenues
were derived from hardware sales during the period, combined with
higher hardware costs from third party manufacturers, and reduced
leverage on fixed costs at the Monitoring and Support Center.

Contributing to the increase in net loss, in addition to the above
factors, is the $661,247 increase in operating expense and the
$3.1 million increase in interest expense, offset by a $722,097
non-cash interest income from net change in fair value of common
stock warrants and embedded derivative liability.

Operating expenses increased in the third quarter ended Sept. 30,
2006 primarily due to the $600,658 increase in general and
administrative expenses.  The increases were primarily due to
increased audit, consulting and legal fees, partly as a result of
the company becoming a public company, as well as additional
payroll to support the administrative and finance functions.

The increase in interest expense is primarily due to non-cash
expenses which were incurred as a result of the valuation of the
warrants and embedded derivative liabilities mainly related to the
Secured Note Financing with a group of investors.

                      Secured Note Financing

On July 13, 2006 the company entered into a secured convertible
note and warrant financing transaction with a group of unrelated
accredited investors in which the company issued an aggregate of:
(i) $3.3 million of Secured Convertible Promissory Notes, (ii)
18,006,221 Series A Warrants exercisable at $0.13 per share and,
(iii) 18,006,221 Series B Warrants exercisable at $0.143 per
share.  The Series A and Series B warrants expire on July 13,
2011.

The amounts outstanding under the Secured Convertible Promissory
Notes bear interest at the rate of 10% per annum, payable on a
quarterly basis.  The promissory notes mature on July 13, 2009 and
are secured by a lien on substantially all of the company's
assets, including a pledge of its shares in Satellite Security
Systems Inc.

At the election of the holders of the promissory notes, any
outstanding principal and interest due may be converted into
shares of the company's common stock at a set conversion price.

The company calculated the fair value of the embedded conversion
feature on July 13, 2006 using the Black-Scholes valuation model.
The fair value of $3,072,343 was recorded as a debt discount,
which reduced the carrying amount of the promissory notes.  To
determine the liability related to the warrants, the company
calculated the fair value of the warrants on July 13, 2006 using
the same Black-Scholes valuation model.  The fair value of
$2,924,024 was also recorded as a debt discount.  Combined with
deferred debt issuance costs, the total debt discount attributable
to the warrants and embedded conversion feature of $5,996,367
exceeded the principal amount of the promissory notes by
$2,696,397.  Accordingly this excess amount was charged directly
to interest expense on July 13, 2006.

The company re-measured the fair value of the embedded conversion
feature at Sept. 30, 2006 using the Black-Scholes valuation model
This resulted in a fair market value for the embedded conversion
feature of $3,259,600.  The increase in the fair market value of
the embedded conversion feature resulted in a non-cash interest
expense of $187,257.  Combined with non-cash interest income
related to the re-measurement of the fair value of the warrants,
the company recorded non-cash interest income of $722,097 in the
quarter ended Sept. 30, 2006 related to the net change in the fair
market value of the common stock warrants and embedded derivative
liability.

                       Liquidity Resources

Net cash provided by financing activities for the nine-month
period ended Sept. 30, 2006 was $3,645,067, primarily from the
issuance of the $3.3 million secured convertible promissory notes.   
Net cash used in operating activities was $2,638,852 while net
cash used in investing activities was $62,219. The balance of
$943,996 represented increase in cash for the nine-month period.

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?164d

                        Going Concern Doubt

Tauber & Balser, P.C, in Atlanta, Ga., raised substantial doubt
about Celtron International, Inc., nka Satellite Security Systems,
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2005.  
The auditor pointed to the company's recurring operating losses,
negative cash flows from operations, negative working capital, and
shareholders' deficiency.

                   About Satellite Security Corp.

Satellite Security Corporation  -- http://www.satsecurity.com/--  
through its subsidiary, Satellite Security Systems provides GPS-
based solutions to ensure the security of personnel, vehicles and
equipment, while automating and streamlining business processes in
order to reduce costs. The cornerstone of the S3's offering,
GlobalGuard, is a state-of-the-art GPS tracking system that
provides unsurpassed reliability, power, and flexibility.


SCIENT INC: Court Sets Dec. 20 Admin. Claim Distribution Hearing
----------------------------------------------------------------
The Honorable Arthur J. Gonzalez of the U.S. Bankruptcy Court
for the Southern District of New York will convene a hearing on
Dec. 20, 2006, at 9:30 a.m., to consider Scient Inc. and its
debtor-affiliates' motion seeking entry of an order:

   a) authorizing the Debtors to make a distribution to holders of
      allowed administrative claims and, to the extent funds are
      available, to priority claims;

   b) dismissing the Debtors' chapter 11 cases effective upon the
      filing of a final certificate of distribution with the
      Court; and

   c) granting related relief, including, but not limited to, the
      pooling of the Debtors' assets and liabilities for the
      purpose of making the distribution.

The hearing will be held at Alexander Hamilton Custom House, One
Bowling Green, in New York City.

Objections to the motion are due on Dec. 15, 2006, with copies
served on these parties:

   1) Attorneys for the Debtors
      Greenberg Traurig LLP
      Attn: Howard J. Berman, ESq.
      200 Park Avenue
      New York 10166

   2) Attorneys for the Official Committee
      of Unsecured Creditors
      Arent Fox PLLC
      Attn: Andrew I. Silfen, Esq. and
            Leah M. Eisenberg, Esq.
      1675 Broadway
      New York 10019-5820

   3) The Office of the United States Trustee
      Attn: Richard C. Morrissey, Esq.,
      21st Floor
      33 Whitehall St.
      New York 10004

                         About Scient Inc.
  
Headquartered in New York, Scient Inc. provides technology
strategy consulting, systems architecture, and infrastructure
development, as well as certain industry specific solutions.  It
offers its services to design, develop, and deploy advanced
eBusiness solutions for 1000 companies and other corporate users
of information technology.  

On July 16, 2002, Scient and some of its subsidiaries each filed a
Chapter 11 petition (U.S. Bankr. S.D.N.Y. Case Nos. 02-13455
through 02-13458).

On Sept. 13, 2002, the Court approved the sale of substantially
all of the Debtors' assets to SBI and Company for $10,570,000 in
cash plus a credit for all principal amounts due SBI under a
$4.9 million debtor-in-possession financing agreement dated
July 16, 2002, and approved by the Court on dated Aug. 15, 2002.


SCOTTISH RE: Posts $30.5 Million Net Loss in 2006 Third Quarter
---------------------------------------------------------------
Scottish Re Group Limited reported a net loss of $30.5 million
for the three months ended Sept. 30, 2006, as compared with a net
income of $31.9 million the prior year period.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$13.83 billion in total assets, $12.39 billion in total
liabilities, $9.3 million in minority interest, $143.5 million in
Mezzanine equity, and $1.28 billion in total shareholders' equity.

The net operating loss was $24.0 million for the three months
ended Sept. 30, 2006 as compared to net operating earnings of
$32.6 million for the prior year period.

"The company has been in a very difficult period the past several
months, but has continued to maintain its focus on the core
business. Excluding the expected one-off expenses related to our
current situation and the unusually high tax expense for the
quarter, the third quarter results reflect an underlying core
profitability that is within our expectations. It is important to
note that our mortality continues to be in line with
expectations," said Paul Goldean, Chief Executive Officer of
Scottish Re Group Limited.

Total revenues for the three months ended Sept. 30, 2006 increased
to $611.3 million from $563.7 million for the prior year period,
an increase of 8%, primarily due to the increase in net investment
income in the third quarter ended Sept. 30, 2006 to $162.4 million
compared to $92.1 million in the same period in 2005. The increase
in investment income is primarily due to the income on higher
total investments from the new securitization structures including  
Ballantyne Re, Orkney II and HSBC II, combined with higher
interest rates. Excluding realized gains and losses and the change
in value of the embedded derivatives, total revenues for the three
months ended Sept. 30, 2006 increased to $618.3 million from
$565.0 million for the prior year period, an increase of 9%.

Total benefits and expenses increased to $618.2 million for the
three months ended Sept. 30, 2006, from $535.9 million for the
prior year period, an increase of 15%. The increase was
principally due to $54.1 million higher collateral finance
facilities expenses and $21.6 million higher claims and other
policy benefits due to adjustments arising from updated cedant  
reporting and other reserve increases.

For the three months ended Sept. 30, 2006, the company had a pre-
tax loss of $6.8 million before minority interest as compared to a
pre-tax profit of $27.8 million for the prior year period. Income
tax expense in the third quarter ended Sept. 30, 2006 was $20.8
million compared to an income tax benefit of $6.7 million in the
same period in 2005. The change in the effective tax rate in the
third quarter ended Sept. 30, 2006 compared to the same period in
2005 is primarily related to a $30.1 million valuation allowance
established on deferred tax assets.

                        About Scottish Re

Scottish Re Group Limited -- http://www.scottishre.com/-- is a  
global life reinsurance specialist. Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, Singapore,
the United Kingdom and the United States. Its flagship operating
subsidiaries include Scottish Annuity & Life Insurance Company
(Cayman) Ltd. and Scottish Re (U.S.), Inc. Scottish Re Capital
Markets, Inc., a member of Scottish Re Group Limited, is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.


SCOTTISH RE: Fitch Puts Ratings on Rating Watch Evolving
--------------------------------------------------------
Fitch revised the Rating Watch on Scottish Re Group Ltd.'s ratings
to Evolving from Negative, after the notification that SCT has
successfully amended the bank agreement which allows the transfer
of funds from affiliate Scottish Annuity & Life Insurance Ltd. to
SCT.

On Monday funds are expected to be transferred to the trustee to
repay $115 million of senior convertible notes that are expected
to be put to the company on Dec. 6, 2006.  This notification
satisfies Fitch's most immediate near-term concern.

The ratings being placed on Rating Watch Evolving reflects the
pending agreement with MassMutual Capital Partners LLC and
Cerberus Capital Management, L.P., which is expected to result in
a new equity investment into the company of $600 million.  Fitch
expects to review SCT's financial profile as well as business
prospects and franchise upon the successful close of the
agreement.  

While Fitch views the agreement and the potential $600 million
investment positively, SCT continues to face business and
operating challenges and uncertainties, including the outcome of
the shareholder vote.  As such, the Rating Watch could be revised
positively or negatively or the ratings could be affirmed with a
Stable Outlook as the process develops.

These ratings were placed on Rating Watch Evolving from Rating
Watch Negative:

   * Scottish Annuity & Life Insurance Company (Cayman) Limited
     
      --IFS at 'BBB'.

   * Scottish Re (U.S.) Inc.
     
      --IFS at 'BBB'.

   * Scottish Re Limited

      --IFS at 'BBB'.

   * Scottish Re Group Limited

      -- Issuer Default Rating at 'BB';

      -- 4.5% $115 million senior convertible notes at 'BB-';
   
      -- 5.875% $142 million hybrid capital units at 'B+';
   
      -- 7.25% $125 million non-cumulative perpetual preferred
         stock at 'B+'.


SEARCHHELP INC: Sept. 30 Balance Sheet Upside-Down by $747,192
--------------------------------------------------------------
SearchHelp Inc. 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
$972,464 net loss on $109,838 of total revenues, compared with a
$330,556 net loss on $1,157,045 of total revenues in the
comparable quarter of 2005.

At Sept. 30, 2006, the company's balance sheet showed $2,457,968
in total assets and $3,205,160 in total liabilities, resulting in
a $747,192 stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $515,789 in total current assets available to pay
$1,578,358 in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1649

                        Going Concern Doubt

Lazar, Levine and Felix LLP in New York raised substantial doubt
about SearchHelp, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
Company's recurring losses from operations, negative working
capital and capital deficiency.

                       About SearchHelp Inc.

SearchHelp Inc. sells family oriented software through its
subsidiary, FamilySafe Inc. and sells film and cameras through
its subsidiary, E-Top-Pics Inc.


SEA CONTAINERS: Wants To Employ Appleby Hunter as Special Counsel
-----------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates ask the Honorable
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware for authority to employ Appleby Hunter Bailhache as their
special counsel for Bermuda legal matters, nunc pro tunc to Oct.
15, 2006.

Edwin S. Hetherington, vice president, general counsel, and
secretary of Sea Containers Ltd., relates that Appleby has served
as the Debtors' outside Bermudian counsel on matters including
corporate and securities law and general litigation since 1974.  

Mr. Hetherington tells Judge Carey that that the firm's
professionals have become very familiar with the Debtors and
their business affairs, and have gained extensive experience in
most aspects of the Debtors' general legal work and needs.

Specifically, Appleby will:

   -- continue to advise and represent SCL in accordance to its
      prior representation; and

   -- advise and represent the Debtors with respect to SCL's
      Bermuda insolvency proceeding and other matters that may
      arise in the Debtors' Chapter 11 cases or the Bermuda
      proceeding in the ordinary course of operations.

Appleby will be paid for its services based on the firm's
customary hourly rates:

         Professionals             Hourly Rate
         -------------             -----------
         Partners                  $400 - $625
         Associates                $200 - $590
         Paraprofessionals         $125 - $260

The firm will also be reimbursed for necessary out-of-pocket
expenses.

Mr. Hetherington relates that Appleby has received a replenishing
prepetition retainer with a remaining balance of $183,856 for
providing the Debtors with representation on Bermuda legal
matters prior to the Petition Date.  In addition to the retainer,
Appleby has also received $205,941 from the Debtors on account of
services rendered regarding the Bermuda legal matters.

Jennifer Yolande Fraser, Esq., a partner at Appleby, assures the
Court that her firm does not hold any interest adverse to Debtors
or their estates with respect to the matters on which it is to be
employed.

Ms. Fraser can be contacted at:

      Jennifer Y. Fraser, Esq.
      Appleby Hunter Bailhache
      Canon's Court, 22 Victoria Street
      P.O. Box HM 1179
      Hamilton HM EX, Bermuda
      Tel: (441) 295-2244
      Fax: (441) 292-8666
      http://www.applebyglobal.com

                      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: NYSE ARCA to Remove Securities on December 12
-------------------------------------------------------------
The New York Stock Exchange Arca, Inc., notified the U.S.
Securities and Exchange Commission that it intends to remove the
entire Class A and Class B common shares of Sea Containers, Ltd.,
from listing and registration on the NYSE Arca at the opening of
business on Dec. 12, 2006.

The NYSE Arca believes that the securities are no longer suitable
for continued listing and trading after a review by the NYSE
Regulation indicated that SCL delayed the filing of its Form
10-K for Dec. 31, 2005 and certain 2006 Form 10-Q filings
with the SEC.  SCL was unable to give any assurance as to when
the delayed reports may be available for filing because of, among
others, SCL's focus on developing a restructuring plan.

The NYSE had previously determined that the Securities should be
suspended from trading and filed with the SEC an application to
remove the Securities from listing and registration on the NYSE
Arca.  SCL was notified of the decision on September 29 and had a
right to appeal the determination to de-list its Securities to a
Committee of the Board of Directors, provided that it file a
written request for a review with the Secretary of the NYSE Arca.

SCL did not do so within the specified time period and the
Securities were suspended from trading on Oct. 3, 2006.

The NYSE Arca also intends to remove these four classes of senior
notes from their listing:

   (1) 10-3/4% Series B Senior Notes due October 15, 2006,
   (2) 7-7/8% Series B Senior Notes due February 15, 2008,
   (3) 12-1/2% Senior Notes due December 1, 2009, and
   (4) 10-1/2% Senior Notes due May 15, 2012.

                      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)


SECURITIZED ASSET: DBRS Rates $9.5MM Class B-4 Certs. at BB (high)
------------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the
Mortgage Pass-Through Certificates, Series 2006-WM3 issued by
Securitized Asset Backed Receivables LLC Trust 2006-WM3.

   -- $413.5 million Class A-1 rated at AAA
   -- $315.9 million Class A-2 rated at AAA
   -- $85.7 million Class A-3 rated at AAA
   -- $32.5 million Class M-1 rated at AA (high)
   -- $29.5 million Class M-2 rated at AA
   -- $17.5 million Class M-3 rated at AA (low)
   -- $31 million Class M-4 rated at A
   -- $14.5 million Class M-5 rated at A (low)
   -- $13.5 million Class B-1 rated at BBB (high)
   -- $9 million Class B-2 rated at BBB
   -- $8 million Class B-3 rated at BBB (low)
   - -$9.5 million Class B-4 rated at BB (high)

The AAA ratings on the Class A Certificates reflect 18.40% of
credit enhancement provided by the subordinate classes, initial
overcollateralization and monthly excess spread.  The AA (high)
rating on Class M-1 reflects 15.15% of credit enhancement.  The AA
rating on Class M-2 reflects 12.20% of credit enhancement.  The AA
(low) rating on Class M-3 reflects 10.45% of credit enhancement.  
The "A" rating on Class M-4 reflects 7.35% of credit enhancement.  
The A (low) rating on Class M-5 reflects 5.90% of credit
enhancement.  The BBB (high) rating on Class B-1 reflects 4.55% of
credit enhancement.  The BBB rating on Class B-2 reflects 3.65% of
credit enhancement.  The BBB (low) rating on Class B-3 reflects
2.85% of credit enhancement. The BB (high) rating on Class B-4
reflects 1.90% of credit enhancement.

The ratings on the Certificates also reflect the quality of
the underlying assets and the capabilities of HomEq Servicing
Corporation as Servicer, as well as the integrity of the legal
structure of the transaction.  Deutsche Bank National Trust
Company will act as Trustee.  The Trust will enter into an
interest rate swap agreement with Barclays Bank PLC.  The Trust
will pay to the Swap Provider a fixed payment of 5.275% per
annum in exchange for a floating payment at LIBOR from the Swap
Provider.  In addition, the LIBOR Certificate holders will receive
the benefits of an interest rate cap agreement with Barclays Bank
PLC with a strike rate of 5.350%.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
December 2006.  Interest will be paid first to the Class A
Certificates on a pro rata basis and then sequentially to the
subordinate Certificates.  Until the step-down date, principal
collected will be paid exclusively to the Class A Certificates
unless their respective note balances have been reduced to zero.  
After the step-down date, and provided that certain performance
tests have been met, principal payments will be distributed among
all classes on a pro rata basis.  In addition, provided that
certain performance tests have been met, the level of
overcollateralization may be allowed to step down to 3.80%
of the then-current balance of the mortgage loans.

All of the mortgage loans in the Underlying Trust were
originated or acquired by WMC Mortgage Corp. As of the cut-off
date, the aggregate principal balance of the mortgage loans is
$998,949,119.  The weighted average mortgage rate is 8.236%, the
weighted average FICO is 645 and the weighted average original
loan-to-value ratio is 82.45%, without taking into consideration
the combined loan-to-value on the piggybacked loans.


SECURITIZED ASSET: Fitch Rates $9MM Class B-4 Certificates at BB+
-----------------------------------------------------------------
Fitch rates the Securitized Asset Backed Receivables Trust
mortgage pass-through certificates, series 2006-WM3, which closed
on Dec. 1, 2006:

   -- $815.14 million class A-1 through A-3 'AAA';
   -- $32.47 million class M-1 'AA+';
   -- $46.95 million class M-2 'AA';
   -- $17.48 million class M-3 'AA';
   -- $30.97 million class M-4 'A+';
   -- $14.49 million class M-5 'A-';
   -- $13.49 million class B-1 'BBB+';
   -- $8.99 million class B-2 'BBB';
   -- $7.99 million class B-3 'BBB-'; and,
   -- $9.49 million privately offered class B-4 'BB+'.

The 'AAA' rating on the senior certificates reflects the 18.4%
total credit enhancement provided by the 3.25% class M-1, the
2.95% class M-2, the 1.75% class M-3, the 3.1% class M-4, the
1.45% class M-5, the 1.35% class B-1, the 0.9% class B-2, the 0.8%
class B-3, the 0.95% privately offered class B-4, and the 1.9%
initial and target overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the soundness of the legal and financial structures,
and the capabilities of HomEq Servicing Corporation as servicer
and Deutsche Bank National Trust Company as Trustee.

The collateral pool consists of 4,780 of adjustable-rate and
fixed-rate, first and second lien mortgage loans with a cut-off
date pool balance of $998,949,119.  

Approximately 23.12% of the mortgage loans are fixed-rate mortgage
loans, 76.88% are adjustable-rate mortgage loans, and 11.64% are
second lien mortgage loans.  The weighted average loan rate is
approximately 8.236%.  The weighted average remaining term to
maturity is 336 months.  The average principal balance of the
loans is approximately $208,985.  The weighted average combined
loan-to-value ratio is 82.45%.  The properties are primarily
located in California, Florida and New York.

WMC is a mortgage banking company incorporated in the state of
California.  WMC was owned by a subsidiary of Weyerhaeuser Company
until May 1997 when it was sold to WMC Finance Co., a company
owned principally by affiliates of Apollo Management, L.P., a
private investment firm. On June 14, 2004, GE Consumer Finance
acquired WMC Finance Co.


SENSATA TECHNOLOGIES: Revenues Rise 11% to $298MM in 2nd Quarter
----------------------------------------------------------------
Sensata Technologies B.V. reported the results of its operations
for the quarter ended June 30, 2006.  Revenue for the quarter was
$298 million, increasing 11% from the quarter ended June 30, 2005.  
Adjusted EBITDA was $81 million, $3 million greater than the first
quarter, but $2 million less than the quarter ended June 30, 2005.

"Our results for the Second Quarter were in line with our
expectations for the period.  Revenue in the Sensors business was
strong as we began to realize the benefits of our investment in
the Occupant Weight Sensor technology.  Additionally, as planned
for the year, we saw some decrease in margin levels relative to
2005 due to additional manufacturing costs of transitioning new
products into production and an increase in corporate costs
associated with the move to a stand-alone company.  We continue to
track in line with our plans for 2006," said Tom Wroe, Chairman,
President and Chief Executive Officer.

               Highlights of the Second Quarter 2006

Revenues for the quarter ended June 30, 2006 were a record $298
million, an increase of one% over the quarter ended March 31,
2006, and 11% over the quarter ended June 30, 2005 due to strength
in the Sensors business, primarily driven by increased sales of
new products including Occupant Weight sensors and Mass Air Flow
sensors.

Adjusted EBITDA increased $3 million from the first quarter
related to increased contributions from new products and the
positive impact from cost reduction programs.  Compared to the
Second Quarter of 2005, EBITDA was down $2 million due to higher
corporate level expenses.

Cash at June 30, 2006, was $52 million and the Company's line of
credit remained undrawn.  Additionally, capital expenditures were
$12 million for the second quarter of 2006, compared with $10
million for the first quarter, and $9 million in the second
quarter 2005 as the Company continued to invest in new equipment
to support growth.

            Highlights of the First Six Months of 2006

Revenues increased 10% over the same period in the prior year to
a record $592 million.  The increase in revenue was driven by
growth in our Sensors products including new products and strong
sales of our core pressure sensors.

Adjusted EBITDA was $159 million which was $2 million less than
the same period last year due to higher corporate level expenses.

                         Business Outlook

"The business outlook remains strong.  Despite the challenges
facing the Big 3 US auto makers, our global footprint and
continuous investment in new technologies has positioned us well
for delivering on our plans," Mr. Wroe added.

Headquartered in Attleboro, Massachusetts, Sensata Technologies
B.V. -- http://www.sensata.com/-- designs and manufactures  
sensors and controls across a range of markets and applications.  
Sensata has business and technology development centers in
Attleboro, Massachusetts, Holland and Japan and manufacturing
operations in Brazil, China, Korea, Malaysia, and Mexico, as well
as sales offices around the world. Sensata Technologies employs
approximately 5,400 people world-wide.

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service, in connection with its implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, confirmed the B2
Corporate Family Rating for Sensata Technologies B.V., as well as
the Caa1 rating on the company's $301.6 million of Senior
Subordinate Notes Due 2016.  Those debentures were assigned an
LGD6 rating suggesting noteholders will experience a 93% loss in
the event of default.


SFG LP: Chapter 7 Trustee Hires McGinnis Lochridge as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
allowed Randolph N. Osherow, the Chapter 7 Trustee in SFG L.P. and
its debtor-affiliates' estate, to employ McGinnis, Lochridge &
Kilgore L.L.P. as his counsel.

McGinnis Lochridge will assist the Trustee in determining the
assets of the estate and liquidate those assets for distribution
in accordance with the terms and priorities of the Bankruptcy
Code.  In addition, the firm will assist the Trustee in defending
or prosecuting related matters.

Steve Turner, a McGinnis Lochridge partner, will bill the Debtor
$325 per hour for his work.  Mr. Turner discloses other firm's
professionals bill:

        Designation             Hourly Rate
        -----------             -----------
        Other Attorneys         $125 - $325
        Legal Assistants         $40 - $115

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

Mr. Turner can be reached at:

        McGinnis, Lochridge & Kilgore, L.L.P.
        600 Congress Avenue, Ste. 2100
        Austin, TX 78701

SFG LP -- http://sandiafood.com/-- operates as a franchisee and  
operator of "Johnny Carino's" restaurants in Texas, New Mexico and
Arizona.  The Company filed for chapter 11 protection on Aug. 4,
2006 (Bankr. W.D. Tex. Case No. 06-11207).  When the Debtor filed
for protection from its creditors, it estimated its assets and
debts between $10 million and $50 million.

Sandia Food Group, Inc., its general partner, filed for chapter 11
protection on Aug. 7, 2006 (Bankr. W.D. Tex. Case No. 06-11212).
On Aug. 8, 2006, three more affiliates filed chapter 11 petitions
in the same Court.

On Oct. 23, 2006, the Debtors' consolidated chapter 11 cases were
converted into chapter 7 proceeding (Bankr. W.D. Tex. Case No.
06-11207).  Randolph N. Osherow was appointed as the Debtors'
chapter 7 Trustee.


SOUNDVIEW HOME: Moody's Rates Class M-10 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by SoundView Home Loan Trust 2006-NLC1, and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by First NLC Financial Services, LLC
originated adjustable-rate and fixed-rate subprime mortgage loans.  
The ratings are based primarily on the credit quality of the loans
and on the protection from subordination, overcollateralization,
excess spread, an interest rate cap agreement and an interest rate
swap agreement.

Moody's expects collateral losses to range from 5.7% to 6.2%.

Wells Fargo Bank, N.A. and Ocwen Loan Servicing, LLC will service
the loans.  Wells Fargo Bank, N.A. will serve as master servicer
of the loans.

Moody's assigned Wells Fargo Bank, N.A. its top servicer quality
rating of SQ1 for subprime residential mortgage loans.

Moody's has also given Ocwen a servicer quality rating of SQ2- for
subprime residential mortgage loans.

These are the rating actions:

   * Issuer: Soundview Home Loan Trust 2006-NLC1

   * Asset-Backed Certificates, Series 2006-NLC1

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

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


STRUCTURED ASSET: Fitch Pares Rating on Class M4 Certs. to BB
-------------------------------------------------------------
Fitch Ratings has taken rating actions on Structured Asset
Security Corp. Amortizing Residential Collateral Trust's
residential mortgage-backed certificates:

Series 2002-BC8:

   -- Classes A1, A3, AIO, ASIO affirmed at 'AAA';
   -- Class M1 affirmed at 'AA';
   -- Class M2 affirmed at 'A';
   -- Class M3 downgraded to 'BB+' from 'BBB+'; and
   -- Class M4 downgraded to 'BB' from 'BBB'.


The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$100.85 million of outstanding certificates.  CE is in the form of
subordination, overcollateralization  and excess spread.  

The negative rating actions, affecting approximately
$5.37 million of outstanding certificates, reflect deterioration
in the relationship between CE and expected losses due to higher-
than-expected delinquencies and losses as well as OC below its
target amount.

Approximately 36% of the pool is more than 60 days delinquent. The
OC amount is currently $1,129,005 below its target amount of
$6,343,090.  In five of the past six months, the excess spread has
not been sufficient to cover the monthly losses incurred.
Cumulative losses as a percent of the original collateral balance
are 1.5%.

The transaction is seasoned 49 months and the pool factor is 9%.

The mortgage pool consists of fixed and adjustable rate, fully
amortizing and balloon, first and second lien conventional
residential mortgage loans having an original term of no more than
30 years.  The mortgage loans were originated or acquired by
various originators or their correspondents in accordance with
such originator's respective underwriting standards and guidelines
and are master serviced by Aurora Loan Services, Inc., which is
rated 'RMS1-' by Fitch.

Fitch will continue to closely monitor this transaction.


STRUCTURED ASSET: Fitch Cuts Rating Class B2 Certificates to BB-
----------------------------------------------------------------
Fitch rates Structured Asset Security Corp.'s residential
mortgage-backed certificates:

Series 2003-BC1:

   -- Class M1 upgraded to 'AAA' from 'AA+';
   -- Class M2 affirmed at 'A+';   
   -- Class B1 downgraded to 'BBB-' from 'BBB'; and,
   -- Class B2 downgraded to 'BB-' from 'BBB-'.

The affirmation reflects an adequate relationship of credit
enhancement to future loss expectations and affects approximately
$15.6 million of outstanding certificates.  CE is in the form of
subordination, overcollateralization and excess spread.

The negative rating actions, affecting approximately
$17.3 million of outstanding certificates, reflect deterioration
in the relationship between CE and expected losses due to higher-
than-expected delinquencies and losses as well as OC below its
target amount.

Approximately 51% of the pool is more than 60 days delinquent. The
OC amount is currently $4,002,449 below its target amount of
$10,592,907.  In five of the past six months, the excess spread
has not been sufficient to cover the monthly losses incurred.
Cumulative losses as a percent of the original collateral balance
are 7.8%.

The upgrade reflects an improvement in the relationship between CE
and future loss expectations and affects approximately
$12.9 million of outstanding certificates.  Even though OC is
currently below its target amount, Fitch expects the trigger to
fail for the foreseeable future which will prevent the OC target
from stepping down.  

As the bonds pay sequentially, this will help protect the most
senior certificates.  The CE level for class M1 has increased by
more than three times the original level since the closing date.

The transaction is seasoned 45 months and the pool factor is 24%.

The mortgage pool consists of closed-end, first lien, fixed and
adjustable rate, fully amortizing and balloon mortgage loans.  At
origination all of the loans had been modified one or more times.

The mortgage loans were acquired by various subsidiaries of
Household Finance Corporation and are master serviced by Aurora
Loan Services, Inc., which is rated 'RMS1-' by Fitch.  Select
Portfolio Servicing, Inc., rated 'RPS2' by Fitch, is the primary
servicer.

Fitch will continue to closely monitor this transaction.


TERWIN MORTGAGE: DBRS Puts Low-B Ratings on Four Class Certs.
-------------------------------------------------------------
Dominion Bond Rating Service upgraded one class, downgraded four
classes and placed two classes Under Review with Negative
Implications from five Terwin Mortgage Trust, Asset-Backed
transactions.

The upgrade of the $14,155,069 Asset-Backed Certificates, TMTS
Series 2004-18SL, Class I-M-2 to AAA from "A" as the result of the
high level of credit enhancement.

These downgrades are the result of the increased 90+ days
delinquency pipeline relative to the available level of
credit enhancement.  In the three mentioned transactions,
overcollateralization did not reach their targets due to
insufficient excess spread.  The mortgage loans consist of 100% of
fixed-rate second lien mortgage loans, which are subordinate to
senior lien mortgage loans on the respective properties.  The
mortgage loans in the Underlying Trusts were acquired by Terwin
Advisors LLC from a variety of sources.

   -- $9,300,000 Asset-Backed Certificates, TMTS Series 2004-
      16SL, Class B-3 to B from BB

   -- $24,150,000 Asset-Backed Certificates, TMTS Series 2004-
      18SL, Class I-B-4 to B from BB

   -- $19,662,000 Asset-Backed Certificates, TMTS Series 2005-
      5SL, Class B-4 to BB (low) from BB (high)

   -- 18,038,000 Asset-Backed Certificates, TMTS Series 2005-5SL,
      Class B-5 to B from BB

These ratings were placed Under Review with Negative Implications
as a result of the increased 90+ days delinquency pipeline
relative to the available level of credit enhancement. The
mortgage loans consist primarily of adjustable-rate and fixed-rate
mortgage loans that are secured by first liens on residential
properties.  The mortgage loans in the Underlying Trusts were
acquired by Terwin Advisors LLC from a variety of sources.

   -- $2,208,000 Asset-Backed Certificates, TMTS Series 2004-
      7HE, Class B-3

   -- $3,285,000 Asset-Backed Certificates, TMTS Series 2004-
      9HE, Class B-3


TIMKEN CO: Gets $92.6 Million Subsidy from U.S. Customs
-------------------------------------------------------
The Timken Company received approximately $92.6 million from the
U.S. Customs under the U.S. Continued Dumping and Subsidy Offset
Act for 2006.  The company will apply the entire amount toward
funding its U.S. pensions.

CDSOA provides the authority for U.S. Customs to distribute
antidumping duties to U.S. producers harmed by unfair trade that
have continued to invest in their technology, equipment, and
people.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- manufactures highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial, and railroad industries.  The Company has
operations in 27 countries and employs 27,000 employees.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service confirmed The Timken Company's Ba1
Corporate Family Rating and the Ba1 rating on the company's
$300 Million Unsecured Medium Term Notes Series A due 2028 in
connection with the rating agency's implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology.


TRIGEM COMPUTER: Earns KRW243-Mil. in Nine Months Ended Sept. 30
----------------------------------------------------------------
TriGem Computer Inc. posted KRW243,229,870 of net income for nine
months ended Sept. 30, 2006, Minjeong Jeon at Bloomberg News
in Hong Kong, reports.

The company had a KRW216,162,480 net loss during the same period
in 2005.

TriGem also reported KRW324,562,280 of net sales for the three
quarters, much lower compared with KRW630,406,620 in 2005.

The Korean PC maker previously sought to sell its assets at an
auction.

Human & Technology Co. emerged as the sole bidder, but the Suwon
District Court, Bankruptcy Division, in South Korea, canceled the
whole bidding process as that offer was found to be below market
price.

Human & Technology initially agreed to acquire TriGem's assets
for KRW170,000,000,000 or US$177,000,000, according to Bloomberg
News.

However, Human & Technology noted that it would bring the price
down should it find after due diligence that KRW30,000,000,000 of
receivables from TriGem's subsidiaries would be difficult to
collect.  It has also rejected demands to guarantee employment.

The Korean Court previously estimated TriGem's value at
KRW200,000,000,000 to KRW250,000,000,000 -- US$209,000,000 to
US$261,000,000.  Human & Technology's reduced final offer for
TriGem's assets was not disclosed for confidentiality reasons,
Asia Pulse said.

TriGem said in an e-mailed statement to Bloomberg that it will
seek stay in the business on its own.

TriGem's spokesman said creditors would hold open the possibility
of selling their controlling stake if a company with a proper
takeover price comes forward, Asia Pulse said.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/-- manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.  TriGem America Corporation,
an affiliate of the Debtor, filed for chapter 11 protection on
June 3, 2005 (Bankr. C.D. Calif. Case No. 05-13972).  TriGem
Texas, Inc., another affiliate of the Debtor, also filed for
chapter 11 protection on June 8, 2005 (Bankr. C.D. Calif. Case No.
05-14047). (TriGem Bankruptcy News, Issue No. 9 Bankruptcy
Creditors' Service, Inc. http://bankrupt.com/newsstand/or
215/945-7000)


WAMU COMMERCIAL: Fitch Assigns Low-B Ratings to Six Certificates
----------------------------------------------------------------
WaMu Commercial Mortgage Securities Trust 2006-SL1, commercial
mortgage pass-through certificates are rated by Fitch:

   -- $81,223,000 class A 'AAA';
   -- $357,268,000 class A-1A 'AAA';
   -- $511,360,300 class X* 'AAA';
   -- $10,227,000 class B 'AA';
   -- $14,702,000 class C 'A';
   -- $10,227,000 class D 'BBB+';
   -- $7,031,000 class E 'BBB';
   -- $3,835,000 class F 'BBB-';
   -- $7,671,000 class G 'BB+';
   -- $2,557,000 class H 'BB';
   -- $2,556,000 class J 'BB-';
   -- $1,918,000 class K 'B+';
   -- $1,918,000 class L 'B';
   -- $639,000 class M 'B-'; and
   -- $9,588,300 class N 'NR'.

* Notional amount and interest-only.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are
443 fixed- and floating-rate loans having an aggregate principal
balance of approximately $511,360,300 as of the cutoff date.


WASHINGTON MUTUAL: Moody's Rates Class B-13 Certificates at B2
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
Series 2006-AR17, and ratings ranging from Aa1 to B2 to the
subordinate certificates in the deal.

The securitization is backed by Washington Mutual Bank-originated
adjustable-rate, negatively amortizing Alt-A mortgage loans.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination.

Moody's expects collateral losses to range from 0.5% to 0.7%.

Washington Mutual Bank will service the loans and Washington
Mutual Mortgage Securities Corp. will act as administrative agent
with respect to the servicing of the loans.

These are the rating actions:

   * Issuer: WaMu Mortgage Pass-Through Certificates Series 2006-
     AR17 Trust

   * Securities: WaMu Mortgage Pass-Through Certificates, Series
     2006-AR17

                     Class 1A, Assigned Aaa
                     Class 1A-1A, Assigned Aaa
                     Class 1A-1B, Assigned Aaa
                     Class CA-1C, Assigned Aaa
                     Class 1X-PPP,Assigned Aaa
                     Class 2A, Assigned Aaa
                     Class 2A-1B, Assigned Aaa
                     Class 2X-PPP,Assigned Aaa
                     Class B-1, Assigned Aa1
                     Class B-2, Assigned Aa1
                     Class B-3, Assigned Aa1
                     Class B-4, Assigned Aa2
                     Class B-5, Assigned Aa2
                     Class B-6, Assigned Aa3
                     Class B-7, Assigned A1
                     Class B-8, Assigned A2
                     Class B-9, Assigned A2
                     Class B-10,Assigned Baa1
                     Class B-11,Assigned Baa3
                     Class B-12,Assigned Ba2
                     Class B-13,Assigned B2
                     Class R, Assigned Aaa

The Class B-12 and Class B-13 certificates were sold in privately
negotiated transactions without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under Rule 144A.


WERNER LADDER: Court Okays Expansion of PwC's Duties as Auditor
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted the request of Werner Holding
Co. (DE), Inc., aka Werner Ladder Company, and its debtor-
ffiliates to expand the scope of PricewaterhouseCoopers LLP's
employment as their tax advisors and auditors, subject to the
terms and conditions of the two engagement letters dated Sept. 7,
2006, between the Debtors and PwC.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
PwC agreed to provide these additional services:

   (1) audit the Werner Holding Co. (DE), Inc., Employee Savings
       Plan as required by the Employees Retirement Income
       Security Act of 1974, as subsequently amended;

   (2) audit the Retirement Plan for Employees of Werner Holding
       (DE), as required by ERISA; and

   (3) perform all other tax and auditing services as may be
       requested by the Debtors in their Chapter 11 cases.

Under the supplement application, the Debtors will pay for the
Additional Services based on the hourly rates of PwC's personnel:

            Designation                   Hourly Rate
            -----------                   -----------
            Partner                          $600
            Manager                          $280
            Senior Associate                 $200
            Associate                        $130
            Intern                           $100
            Administrative Staff              $80

The Debtors will also reimburse PwC for its reasonable expenses
incurred in connection with the provision of the Additional
Services.

Judge Carey rules that if the Debtors seek to retain PwC to
provide other tax and auditing services, no later than 10
business days of an engagement, the Debtors will file a notice
with the Court either:

   (a) annexing a copy of the engagement letter; or

   (b) summarizing the services to be performed and serve the
       notice on the U.S. Trustee, counsel to the Official
       Committee of Unsecured Creditors, counsel to the Ad Hoc
       Committee of Second Lien Note Holders, and counsel to the
       DIP Lenders.

If an objection to the other services is filed within 10 days of
the service of the notice, Judge Carey directs the Debtors to
seek the Court's approval of the engagement, provided that PwC
will be entitled to receive compensation and reimbursement, also
subject to Court approval.

If no objection to the notice is timely filed, the Debtors will
submit for Court approval, under certification of counsel, an
order authorizing the further retention of PwC.

Judge Carey further rules that PwC will be compensated in
accordance with the procedures under Sections 330 and 331 of the
Bankruptcy Code, and other applicable Bankruptcy Rules and Local
Rules of the Court.

Judge Carey instructs PwC to submit time records in a summary
format that will describe the services rendered by each of the
firm's professional and the amount of time spent on each date, in
half-hour or whole-hour increments.

Judge Carey also authorizes the Debtors to indemnify PwC in
accordance with the PwC Agreements, but not for any claim in
connection with PwC's postpetition performance of any services
other than the services under the PwC Agreements unless the
services and indemnification are approved by the Court.

Judge Carey notes that the Debtors have no obligation to
indemnify PwC or provide contribution or reimbursement for any
claim or expense that is either:

   (a) judicially determined to have arisen from PwC's gross
       negligence or willful misconduct; or

   (b) settled prior to a judicial determination as to PwC's
       gross negligence or willful misconduct, but determined
       by the Court to be a claim or expense for which PwC should
       not receive indemnity, contribution or reimbursement under
       the terms of the Supplemental Application and the PwC
       Agreements, as modified by the Court.

If before the earlier of the confirmation of the Debtors' Chapter
11 plan and the closing of the Debtors' Chapter 11 cases, PwC
believes that it is entitled to the payment of any amounts by the
Debtors on account of indemnification, contribution or
reimbursement obligations under the PwC Agreements and the
Supplemental Application, Judge Carey says PwC must file an
application with the Court and the Debtors may not pay the
amounts to PwC until the Court approves the payment.

Brian W. Smith, a partner at PwC, reiterates that the firm is a
disinterested person as the term is defined Sections 101(14) and
1107(b) of the Bankruptcy Code, and that the firm represents no
interest adverse to the Debtors and their estates.

Headquartered in Greenville, Pennsylvania, Werner Co.
-- http://www.wernerladder.com/-- manufactures and distributes    
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WHEELING PITTSBURGH: Esmark's Slate Elected to Board of Directors
-----------------------------------------------------------------
Esmark Inc. confirmed that its slate of directors was certified as
elected to the board of directors of Wheeling-Pittsburgh Corp. by
a significant majority with each of the Esmark director candidates
receiving over 6.1 million votes to roughly 2.8 million votes for
each of the incumbent directors.

"The vote went as we expected.  After months of discussions with
major investors of Wheeling-Pitt and the United Steelworkers,"
Commenting on the shareholder vote results, Craig Bouchard,
Esmark's President and CFO, said.  

"We knew that replacing the incumbent board was widely viewed as a
critical component to ending the financial difficulties Wheeling-
Pitt has endured since emerging from Bankruptcy in 2003.  The
slate of directors nominated by Esmark took office late yesterday
afternoon.  

"We believe that these directors have the knowledge and experience
to decide the best path for Wheeling-Pitt -- a path that will
bolster management depth, transform the balance sheet to mostly
equity and add cash and customers very quickly to the commercial
base.  The overwhelming support shown for the Esmark slate of
directors should be viewed as a mandate for Wheeling-Pitt to move
forward with Esmark's business strategy.

"We thank the many Wheeling-Pitt shareholders who have supported
our vision and we look forward to working with them in the future"
Bouchard added.  "We also thank the United Steelworkers and their
leadership for their unfailing support of Esmark in this effort,
and look forward to their support of our future transactions."

                         About Esmark Inc.

Founded by James P. Bouchard and Craig T. Bouchard, Esmark Inc.
provides steel services that combines the economic and strategic
firepower of Ferrostaal, Mars Industries, and Meda Steel with
the vision, industry knowledge, and financial expertise of the
Bouchard Group.  Esmark distributes and provides value-added steel
products to approximately 2,000 core customers in the Midwest.  
The Company has acquired nine steel companies since
it was formed in 2003, focusing on older, established companies.

                     About Wheeling-Pittsburgh

Based in Wheeling, West Virginia, Wheeling-Pittsburgh Corporation
is a holding company that, together with its several subsidiaries
and joint ventures, produces steel and steel products using both
integrated and electric arc furnace technology, with major
production facilities in the Upper Ohio and Monongahela valleys.  
The Company has slab making production capacity of 2.8 million
short tons and hot rolling capacity of 3.4 million short tons.

                        *     *     *

As reported in thed Troubled Company Reporter, Nov. 28, 2006,
Wheeling-Pittsburgh Corporation disclosed that a replacement of
a majority of its board of directors effectively constitutes a
change of control under its $250 million Term Loan Agreement and
$225 million Revolver, and would cause a default on the loans.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (20)         118       (3)
Acorda Therapeut.       ACOR         (8)          40        5
AFC Enterprises         AFCE        (40)         157        4
Alaska Comm Sys         ALSK        (25)         566       26
Alliance Imaging        AIQ         (18)         674       30
AMR Corp.               AMR        (514)      30,128   (1,202)
Armstrong World         AWI      (1,197)       4,721    1,132
Atherogenics Inc.       AGIX       (136)         197      146
Bare Essentials         BARE       (619)         139       42
Blount International    BLT        (107)         441      121
CableVision System      CVC      (5,400)       9,776     (400)
Centennial Comm         CYCL     (1,062)       1,434       33
Choice Hotels           CHH         (78)         286      (48)
Cincinnati Bell         CBB        (679)       1,889       55
Clorox Co.              CLX         (55)       3,539      (20)
Compass Minerals        CMP         (74)         671      145
Corel Corp.             CRE         (22)         113       11
Crown Media HL          CRWN       (449)         917      190
Deluxe Corp             DLX         (68)       1,296     (188)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (592)         360      (20)
Echostar Comm           DISH       (365)       9,351    1,696
Emeritus Corp.          ESC        (115)         713      (34)
Emisphere Tech          EMIS         (6)          35       12
Empire Resorts I        NYNY        (25)          61       (2)
Encysive Pharm          ENCY        (88)          69       33
Gencorp Inc.            GY          (98)       1,017       (3)
Graftech International  GTI        (157)         875      253
Hansen Medical          HNSN        (32)          38       33
HealthSouth Corp.       HLS      (1,339)       3,310     (314)
I2 Technologies         ITWO        (46)         208        1
ICOS Corp               ICOS        (18)         285      111
IMAX Corp               IMAX        (33)         243       84
Immersion Corp          IMMR        (22)          47       31
Incyte Corp             INCY        (66)         465      295
Indevus Pharma          IDEV       (147)          79       35
Investools Inc.         IEDU        (63)         120      (79)
J Crew Group Inc.       JCG         (55)         414      128
Kaiser Aluminum         KALU     (3,105)       1,598      123
Koppers Holdings        KOP         (86)         637      148
Ligand Pharm            LGND       (239)         232     (162)
Lodgenet Entertainment  LNET        (62)         269       18
McMoran Exploration     MMR         (38)         438      (46)
New River Pharma        NRPH        (65)         170      135
Northwest Airlines      NWACQ    (7,718)      13,498      659
NPS Pharm Inc.          NPSP       (182)         237      150
Omnova Solutions        OMN          (2)         366       72
ON Semiconductor        ONNN         (1)       1,417      316
Portal Software         PRSF        (20)         112      (14)
Qwest Communication     Q        (2,576)      21,114   (1,569)
Radnet Inc.             RDNT        (75)         127       (1)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (540)       1,410      165
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (142)         442       16
Sealy Corp.             ZZ         (188)         933       89
Sepracor Inc.           SEPR        (33)       1,352      424
St. John Knits Inc.     SJKI        (52)         213       80
Sun-Times Media         SVN        (322)         905     (383)
Town Sports Inte.       CLUB        (25)         417      (55)
Vertrue Inc.            VTRU         (9)         441      (75)
Weight Watchers         WTW        (103)         935      (72)
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (480)       3,641      902

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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