TCR_Public/061207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, December 7, 2006, Vol. 10, No. 291

                             Headlines

ACTIS GLOBAL: Sept. 30 Stockholder' Deficit Tops $3.7 Million
AIMS WORLDWIDE: Sept. 30 Balance Sheet Upside-Down by $1.08 Mil.
ALCATEL LUCENT: Merger Approval Cues S&P to Pare Rating to BB-
ANVIL KNITWEAR: Court Approves Amended Disclosure Statement
ANVIL KNITWEAR: Judge Gropper Sets Confirmation Hearing on Jan. 10

APW ENCLOSURE: Voluntary Chapter 11 Case Summary
ASSET BACKED: Fitch Lowers Rating on Class B Debt to C from CC
AUTO UNDERWRITERS: Sept. 30 Balance Sheet Upside-Down by $3.9 Mil.
AXS-ONE: September 30 Balance Sheet Upside-Down by $9.8 Million
BASELINE SPORTS: Files Schedules of Assets and Liabilities

BOSTON GENERATING: Moody's Rates Proposed $1.8-Billion Loans at B1
C2 GLOBAL: Equity Deficit Widens to $80.2 Million at Sept. 30
CALPINE CORP: Sells Aries Facility to Kelson Holdings for $233MM
CANNINGTON FUNDING: Moody's Rates $14-Mil. Class D Notes at Ba2
CAPITALSOURCE REAL: S&P Rates $47-Million Class J Loan at BB

CARDINAL COMMS: Sept. 30 Balance Sheet Upside-Down by $3.9 Million
CARMIKE CINEMAS: Form 10-Q Filing Cues S&P to Affirm B- Rating
CASCADES INC: To Buy Domtar's 50% Norampac Stake for CDN$560 Mil.
CELLNET TECHNOLOGY: Acquisition Offer Cues S&P's Developing Watch
CINEMARK USA: Likely Reduced Leverage Cues S&P's Positive Outlook

COFFEYVILLE RESOURCES: Moody's Rates New $775 Million Loan at B2
COINMACH SERVICE: Merger Proposal Prompts S&P's Negative Outlook
COMM: Fitch Junks Rating on $6.7 Million Class M Certificates
COMM: Fitch Holds B+ Rating on $13.4 Million Class V-GP Certs.
DEVELOPERS DIVERSIFIED: Inks Common Share Forward Sale Agreements

DOMTAR INC: Sells 50% Norampac Stake to Cascades for CDN$560 Mil.
DOMTAR INC: DBRS Confirms Unsecured Notes Rating at BB (low)
DURA AUTOMOTIVE: Taps Brunswick as Communications Consultants
DURA AUTOMOTIVE: Ontario Court Grants Foreign Recognition Order
ECHOSTAR DBS: Posts $134.1 Mil. Net Income for 3rd Quarter of 2006

ECUITY INC: Sept. 30 Balance Sheet Upside-Down by $12.9 Million
EMISPHERE TECH: Equity Deficit Narrows to $5.5 Million at Sept. 30
ENDURANCE SPECIALTY: S&P Upgrades Rating on Preferred Stock
ENRON CORP: Can Enter Into Settlement Pacts With Del Mar & ASC
ENRON CORP: Can Enter Into Settlement Pacts With Six Parties

ENTERGY NEW: Capital One Has Until January 17 to File Objections
ENTERGY NEW ORLEANS: Court Approves Certain Claims Transfer
ENVIRONMENTAL LAND: Can Hire Go Real Estate as Real Estate Agent
EQUITABLE PARTNERS: Case Summary & 3 Largest Unsecured Creditors
ERA AVIATION: Court Confirms Amended Ch. 11 Reorganization Plan

EUGENE SCIENCE: Sept. 30 Balance Sheet Upside-Down by $10.6 Mil.
FEDERAL-MOGUL: Adbar Wants Objection to Claim No. 6869 Overruled
FOAMEX INT'L: Court Approves $940 Million Exit Financing Deals
FOAMEX INTERNATIONAL: Court Approves GMAC Settlement Agreement
FORD MOTOR: To Raise Borrowing Capacity of Financing to $23 Bil.

FORD MOTOR: Intends to Offer $3 Billion Senior Convertible Notes
FORD MOTOR: Fitch Rates $3 Billion Senior Unsecured Notes at B
FORD MOTOR: Fitch Pares Senior Unsecured Ratings to B- from B
GENERAL MOTORS: Kerkorian Sells Remaining 5% Stake
GMAC COMMERCIAL: Fitch Ups Rating on $19 Mil. Class K Loan to BB-

GRACEWAY PHARMA: Moody's Rates $210-Mil. Senior Term Loan at B3
GRACEWAY PHARMA: S&P Rates $530 Million Senior Secured Loan at B+
GREEKTOWN HOLDINGS: S&P Holds Ratings and Removes Negative Watch
HOT PIZZA: Case Summary & 20 Largest Unsecured Creditors
IMPART MEDIA: Posts $3.4 Million Net Loss in 2006 Third Quarter

INFORMATION ARCHITECTS: Posts $210,724 Net Loss in 2006 3rd Qtr.
IVOICE INC: Posts $75,618 Net Loss in 2006 Third Quarter
JP MORGAN: Fitch Affirms B- Rating on $4.3 Million Class M Certs.
KEYSTONE AUTO: To Refinance Debts with $325 Mil. Credit Facilities
LB-UBS: Fitch Assigns Low-B Ratings on $33.9 Million Certificates

LEAR CORP: IAC Pact Prompts Moody's to Revise Outlook to Stable
LEGACY COMMS: Sept. 30 Balance Sheet Upside-Down by $2.8 Million
LUXELL TECH: Delays Filing of 4th Qtr. & Annual Financial Reports
MAC-GRAY CORP: S&P Affirms Ratings and Says Outlook is Negative
MERIDIAN AUTOMOTIVE: Bankr. Court Confirms Plan of Reorganization

METALDYNE COMPANY: Moody's Puts Low-B Ratings on Senior Facilities
METALDYNE CORP: Asahi Deal Cues S&P to Hold Credit Rating at B
MICHELEX CORP: Sept. 30 Balance Sheet Upside-Down by $4.7 Million
MICROHELIX INC: Working Capital Deficit Tops $1.2 Mil. at Sept. 30
MILLS CORP: Selects Four Nominees for Election to Board

MORGAN STANLEY: Fitch Lifts Rating on $8 Million Class K Certs.
NORAMPAC INC: Domtar Sells 50% Stake to Cascades for CDN$560 Mil.
NORAMPAC INC: Cascades' Planned Buyout Cues DBRS to Review Rating
NORTHWEST AIRLINES: Owl Creek Wants Equity Committee Appointed
NORTHWEST AIRLINES: Court Disallows and Expunges 145 Claims

NORTHWEST AIRLINES: Stay Doesn't Apply to RI Commission's Action
ORCHARD SUPPLY: Moody's Rates $200 Million Secured Loan at B1
O'SULLIVAN INDUSTRIES: Hires Gary Ramey as Senior Marketing Exec.
PNC COMMERCIAL: Fitch Lifts Rating on $7 Mil. Class K Certs. to BB
QUEBECOR WORLD: QWUSA Offers to Buy QWCC's $125 Mil. Senior Notes

QUINTEK TECH: Sept. 30 Balance Sheet Upside-Down by $1 Million
RAPID PAYROLL: Court Approves Kibel Green as Financial Consultants
REFCO INC: Submits Modified First Amended Chapter 11 Plan
REFCO INC: Wants Court to Allow 1,218 Claims as Related Claims
REFCO INC: GAIN Capital Wins FXA's Customer List for $750,000

REFCO INC: Wants Abadi's Multi-Debtor Claims Disallowed
SATELITES MEXICANOS: Appoints Raul Cisneros Matusita as New CEO
SEA CONTAINERS: Wants Collinson Grant as Human Resource Advisor
SEA CONTAINERS: Panel Wants Bingham McCutchen as FIMEM Counsel
SHIP FINANCE: Good Performance Cues S&P to Lift Rating to BB

SOUTHPARK COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
SPEEDEMISSIONS INC: Earns $101,542 in 2006 Third Quarter
STIEFEL LABORATORIES: S&P Rates $735 Million Senior Loans at B+
TELTRONICS INC: Equity Deficit Narrows to $2.3 Million at Sept. 30
TIX CORPORATION: Earns $433,702 in Third Quarter of 2006

THOMAS EQUIPMENT: Operating Entity Obtains $1.5 Million Financing
U.S. ENERGY: Earns $12.4 Million in Third Quarter Ended Sept. 30
UNITEDHEALTH GROUP: Stephen Hemsley is New CEO Effective Dec. 1
USXL FUNDING: Moody's Rates $14 Million Class B Notes at Ba2
VOYAGER ENTERTAINMENT: Posts $845,903 Net Loss in 2006 3rd Quarter

WELLCARE HEALTH: Improved Finances Cue S&P's Rating Upgrade
WILLIAMS PARTNERS: Fitch Rates $600 Million Notes Offering at BB

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

                             *********

ACTIS GLOBAL: Sept. 30 Stockholder' Deficit Tops $3.7 Million
-------------------------------------------------------------
ACTIS Global Ventures Inc. reported a $763,361 net loss on
$2.6 million of revenues for the third quarter ended Sept. 30,
2006, compared with an $879,213 net loss on $2 million of revenues
for the same period in 2005.

Net sales for the three months ended Sept. 30, 2006, increased due
to a net increase in revenue from Direct Sales from the BIOPRO
Technology division of $210,056, or 11% over 2005 and increased
sales by SRA Marketing of $271,505 over 2005.
  
Net loss for the three months ended Sept. 30, 2006, decreased due
primarily to the increased non-cash gain on value of derivatives
recorded in the 2006 period partially offset by the increased loss
on discontinued operations and estimated loss on disposal of
discontinued subsidiary, BIOPRO Asia, effective in September 2006.

At Sept. 30, 2006, the company's balance sheet showed $1.8 million
in total assets, $5.4 million in total liabilities, and $58,606 in
minority interest, resulting in a $3.7 million total stockholders'
deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.1 million in total current assets
available to pay $5.4 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1674

                        Going Concern Doubt

Peterson & Co., LLP, expressed substantial doubt about Actis
Global Ventures, Inc.'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 working capital
deficiency at Dec. 31, 2005 and 2004.
                         
                         About ACTIS Global

Based in Carlsbad, Calif., ACTIS Global Ventures, Inc. (AGLV.OB),
formerly FemOne, Inc., -- http://www.actisglobalventures.com/--
markets a variety of leading edge wellness products in the areas
of Bioenergetics, Nutrition and Beauty through the Direct Sales
and Direct Response Television channels.

ACTIS' direct sales divisions are BIOPRO Technology --
http://www.bioprotechnology.com/-- and FemOne --  
http://www.femone.com/--

BIOPRIO distributes a new generation of Bioenergetics wellness
products in the United States, Canada, Australia, New Zealand, the
Philippines and South Africa, while FemOne markets nutritional
products in the United States and Canada.

ACTIS Global Ventures' Direct Response Television sales are
generated through its subsidiary, SRA Marketing.


AIMS WORLDWIDE: Sept. 30 Balance Sheet Upside-Down by $1.08 Mil.
----------------------------------------------------------------
AIMS Worldwide Inc. incurred a $369,579 net loss for the three
months ended Sept. 30, 2006, compared with a $536,144 net loss for
the same period in 2005.

The company generated $614,737 in revenue for the three months
ended Sept. 30, 2006, compared with $211,062 in revenue for the
same three-month period of 2005.  The increase was primarily due
to activities added by the acquisition of Prime Time Broadband and
activity on the part of AIMSolutions, the company's corporate
consulting practice.  

Cost of sales was $119,802 leaving a gross profit of $494,935 for
the three month period of 2006 compared cost of sales of $93,601
and a gross profit of $117,461 for the same three month period of
2005.

At Sept. 30, 2006, the company's balance sheet showed $3,255,732
in total assets and $4,336,624 in total liabilities, resulting in
a $1,080,892 stockholders' deficit.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?166f

AIMS Worldwide, Inc. -- http://www.aimsworldwide.com/-- is a   
marketing communications consultancy firm providing organizations
with its AIMSolutions branded focused marketing solutions.  The
Company says AIMS(TM) or Accurate Integrated Marketing Solutions
increases the accuracy of the strategic direction of its client's
marketing program, improves results and reduces the cost, by
refocusing "mass marketing" to a more strategic "One-2-One(TM)"
relationship with the ideal customer.


ALCATEL LUCENT: Merger Approval Cues S&P to Pare Rating to BB-
--------------------------------------------------------------
Standard & Poor's reports, after news that the merger between
French telecoms equipment supplier Alcatel and U.S. peer Lucent
Technologies Inc. has received final approval from the U.S.
Committee on Foreign Investments, it has lowered its long-term
corporate credit and senior unsecured debt ratings on Alcatel --
now named Alcatel Lucent -- to 'BB-' from 'BB', in line with its
preliminary indication in its Nov. 7, 2006, research update.  The
'B' short-term corporate credit rating on Alcatel Lucent was
affirmed.

The outlook is positive.

At the same time, Standard & Poor's equalized its long-term
corporate credit rating on Lucent with that of Alcatel Lucent,
raising it to 'BB-' from 'B', and affirmed its 'B-1' short-term
corporate credit rating on the U.S. company.

The outlook is positive.

Standard & Poor's also raised its long-term ratings on Lucent's
senior unsecured debt to 'B+' from 'B', on its subordinated debt
to 'B' from 'CCC+', and on its preferred stock to 'B-' from 'CCC'.

All of the long-term ratings on Alcatel Lucent and on Lucent were
removed from CreditWatch -- except Lucent's senior unsecured debt
ratings, which remain on CreditWatch with positive implications --
where they had been placed with negative and positive
implications, respectively, on March 24, 2006, on news of the
merger plans.

The completion of the proposed consent solicitation for Lucent's
2.75% Series A and B convertible senior debentures due
respectively in 2023 and 2025, in return for a full and
unconditional subordinated guarantee from Alcatel, will be a first
step toward resolving the CreditWatch status on Lucent's senior
unsecured debt.

Resolution will also depend on Standard & Poor's analysis of
the ranking and support mechanisms for the various debt classes
within the merged group, in particular Lucent's senior debt.
     
"The downgrade reflects the challenges that Alcatel Lucent will
face combining two large organizations, integrating different
technology platforms while preserving key customer relationships,
implementing a large restructuring program, and continuing to
support significant levels of debt and unfunded health care
obligations," said Standard & Poor's credit analyst Leandro de
Torres Zabala.

"Nevertheless, we believe the merger has a clear logic, given
continuing carrier consolidation and the convergence of fixed-
and mobile-network technologies."

The combined group will have a larger scale, greater product
depth, wider geographic reach, and stronger R&D capability.

Alcatel Lucent will be headquartered in Paris, France.  Pro forma
for the Thales S.A. transaction and the acquisition of Nortel's
third-generation activities, Standard & Poor's  estimate that
Alcatel Lucent achieved ?19 billion in sales in 2005 and had about
?7.4 billion in debt securities and bank debt outstanding
at Sept. 30, 2006.

The ratings on Alcatel Lucent are supported by Standard & Poor's  
assessment of the industry's moderate revenue growth prospects, as
well as by the group's broad portfolio of wireline and wireless
systems, large-scale and geographically diversified operations,
strong customer relations, R&D capabilities that are
among the largest in the industry, and robust liquidity.  

These positive factors are constrained by:

   -- the very competitive telecoms equipment industry, notably
      in the context of continuing carrier consolidation;

   -- ongoing major changes in the industry's technology
      direction, resulting in potential rapid adverse changes in
      demand patterns;

   -- significant gross debt; and uneven free cash flow
      generation, reflecting moderate sales growth, health care,
      restructuring costs, and working-capital changes.

"An upgrade is possible over the next 18 months if the group shows
clear progress in integrating the two former entities and in
achieving its targeted synergies, reaching high-single-digit
operating margins and meaningful sustained free cash flow
generation, as well as maintaining solid liquidity in stable
market conditions," said Mr. de Torres.

Conversely, the outlook would be revised to stable if the
integration of the two companies and the extraction of synergies
did not proceed apace and had harmful effects on profitability and
free cash flow generation.


ANVIL KNITWEAR: Court Approves Amended Disclosure Statement
-----------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan approved Dec. 5,
2006, the Modified First Amended Disclosure Statement explaining
the Modified First Amended Joint Plan of Reorganization of Anvil
Holdings Inc., Anvil Knitwear Inc., and Spectratex Inc.

Judge Gropper determined that the Disclosure Statement contained
adequate information -- the right amount of the right kind -- for
creditors to make informed decisions when the Debtors ask them to
vote to accept the Plan.

                        Treatment of Claims

These claims will be paid in full:

   -- Allowed Administrative Claims,
   -- Allowed Debtor-In-Possession Facility Claims,
   -- Allowed Tax Claim,
   -- Allowed Priority Claims,
   -- Allowed Revolving Credit Facility Claims, and
   -- Allowed Other Secured Claims.

Class 3A Allowed General Unsecured Claims against Anvil Holdings,
Class 3B Allowed General Unsecured Claims against Anvil Knitwear,
and Class 3C Allowed General Unsecured Claims against Spectratex
will be reinstated.

Holders of Class 3D Old Senior Notes Claims will receive a pro
rata share of 9.9 million shares of New Anvil Holdings common
stock.  This represents, as of the Plan Effective Date, 99% of the
Reorganized Anvil Holdings outstanding shares.

Holders of Class 4 Old Anvil Holdings Preferred Stock Interests
will receive a pro rata share of:

   a. 100,000 shares of New Anvil Holdings common stock,
      representing 1% of the outstanding shares of Reorganized
      Anvil Holdings;

   b. any shares issued upon the exercise of New Warrants or any
      shares issued on the exercise of any options issued under
      the Management and Director Equity Plan;

   c. the New Class A Warrants; and

   d. the New Class B Warrants.

Holders of Class 5 Old Anvil Holdings Common Stock Interests,
Class 6 Intercompany Claims, and Class 7 Old Stock of Debtor
Subsidiaries will not receive anything.

Headquartered in New York, Anvil Holdings, Inc., is a Delaware
holding company with no material operations and owns all of the
outstanding common stock of Anvil Knitwear, Inc.  Anvil Knitwear,
in turn, owns all of the outstanding common stock of Spectratex,
Inc., fka Cottontops, Inc.  The Debtors design, manufacture, and
market active wear.  The Debtors filed for chapter 11 protection
on Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through
06-12347).  Richard A. Stieglitz, Jr., Esq., Stephen J. Gordon,
Esq., and Joel H. Levitin, Esq., at Dechert LLP represent the
Debtors in their restructuring efforts.  The Debtors' consolidated
financial data as of July 29, 2006, showed total assets of
$110,682,000 and total debts of $244,586,000.  The Debtors'
exclusive period to file a chapter 11 plan expires on Jan. 30,
2007.


ANVIL KNITWEAR: Judge Gropper Sets Confirmation Hearing on Jan. 10
------------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan scheduled a hearing
at 11:00 a.m., on Jan. 10, 2007, to consider confirmation of the
Modified First Amended Joint Plan of Reorganization of Anvil
Holdings Inc., Anvil Knitwear Inc., and Spectratex Inc.

Objections to confirmation of the Plan must be filed with the
Court by 5:00 p.m. on Jan. 5, 2007.

                             Ballots

All ballots must be completed, signed, and received by the claims
agent by 5:00 p.m. on Jan. 5, 2007, and those forms must be
delivered to:

            if by mail:

            Donlin, Recano & Company Inc.
            Re: Anvil Knitwear
            P.O. Box 2034
            Murray Hill Station
            New York, NY 10156-0701

            if by hand delivery or overnight courier:

            Donlin, Recano & Company Inc.
            Re: Anvil Knitwear
            Attn: Voting Department
            419 Park Avenue South
            New York, NY 10016

Headquartered in New York, Anvil Holdings, Inc., is a Delaware
holding company with no material operations and owns all of the
outstanding common stock of Anvil Knitwear, Inc.  Anvil Knitwear,
in turn, owns all of the outstanding common stock of Spectratex,
Inc., fka Cottontops, Inc.  The Debtors design, manufacture, and
market active wear.  The Debtors filed for chapter 11 protection
on Oct. 2, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12345 through
06-12347).  Richard A. Stieglitz, Jr., Esq., Stephen J. Gordon,
Esq., and Joel H. Levitin, Esq., at Dechert LLP represent the
Debtors in their restructuring efforts.  The Debtors' consolidated
financial data as of July 29, 2006, showed total assets of
$110,682,000 and total debts of $244,586,000.  The Debtors'
exclusive period to file a chapter 11 plan expires on Jan. 30,
2007.


APW ENCLOSURE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: APW Enclosure Systems, Inc.
        2100 East Orangewood Avenue
        Anaheim, CA 92806

Bankruptcy Case No.: 06-11378

Type of Business: The Debtor designs, manufactures, and integrates
                  electronic enclosures, racks, chassis,
                  backplanes, power supplies, thermal management
                  products and related services for the computer,
                  networking, medical, telecom, semiconductor and
                  embedded computer device industries.

Chapter 11 Petition Date: December 4, 2006

Court: District of Delaware (Delaware)

Debtor's Counsel: Frederick Brian Rosner, Esq.
                  Duane Morris LLP
                  1100 North Market Street
                  Wilmington, DE 19801
                  Tel: (302) 657-4900
                  Fax: (302) 657-4901

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


ASSET BACKED: Fitch Lowers Rating on Class B Debt to C from CC
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these classes of Asset
Backed Funding Corporation series 2002-SB1:

   -- Classes A-II-1 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 downgraded to 'BB' from 'BBB'; and,
   -- Class B downgraded to 'C/DR4' from 'CC/DR3'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$39 million of outstanding certificates as of the Nov. 27, 2006
distribution date.

The negative rating actions, affecting approximately $5.6 million
of outstanding certificates, reflect the deterioration of CE
relative to expected future losses.

As of the Nov. 2006 distribution, series 2002-SB1 has suffered a
cumulative loss of 4.99% of its original balance.  The
overcollateralization has been beneath its target for the past
15 months and is currently only providing 1.24% CE for class B.
Class M-3 is currently only benefiting from 6.71% CE as
protection.

The average monthly excess spread for the past three months has
been approximately $104,965 and the average monthly losses for the
same period have been $188,425.  This has led to an average
monthly reduction in credit enhancement of $83,460 for the past
three months.  The 60+ delinquencies represent 24.54% of the
current collateral balance and this includes foreclosures and real
estate owned of 5.52% and 5.34%, respectively.

Fitch expects the protection provided by the OC in this
transaction to continue to deteriorate.

The underlying collateral in this transaction consists of
conventional fixed-rate and adjustable-rate mortgage loans
extended to subprime borrowers.

Substantially all of the loans in this trust were originated or
acquired by Superior Federal Bank, FSB.  Banc of America Mortgage
Capital Corporation, an affiliate of the depositor ABFC, acquired
these loans from the originator.  These loans were sold to ABFC on
the closing date.

The loans in this transaction are serviced by Litton Loan
Servicing LP, which is rated 'RPS1' by Fitch for subprime
transactions.

This transaction is 55 months seasoned and the pool factor is
14.45%.  As of the Nov. 27, 2006 distribution, the OC was $565,531
with a target of $1,578,734.


AUTO UNDERWRITERS: Sept. 30 Balance Sheet Upside-Down by $3.9 Mil.
------------------------------------------------------------------
Auto Underwriters of America Inc. reported a $589,313 net loss on  
$1.3 million of revenues for the first fiscal quarter ended
Sept. 30, 2006, compared with a $42,165 net loss on $6.2 million
of revenues for the same period in 2005.  Total revenues decreased
principally as a result of the company's inability to operate at
full capacity because of insufficient capital.

At Sept. 30, 2006, the company's balance sheet showed $8.8 million
in total assets and $12.6 million in total liabilities, resulting
in a $3.9 million total stockholders' deficit.

Full-text copies of the company's first fiscal quarter financials
are available for free at http://researcharchives.com/t/s?1678

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 5, 2006,
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.

                About Auto Underwriters of America

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.


AXS-ONE: September 30 Balance Sheet Upside-Down by $9.8 Million
---------------------------------------------------------------
AXS-One Inc. reported a $2.8 million net loss on $2.2 million of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $177,000 of net income on $3.7 million of revenues for the same
period in 2005.  The net loss is primarily due to the twin effects
of a decrease in revenues and an increase in operating expenses.

The $1.47 million or 39.8% decrease in total revenues was mainly
due to a $1.54 million or 76.4% decrease in license fees.  The
three months ended Sept. 30, 2005 included a license fee of
approximately $1.0 million to one customer which was not repeated
in the three months ended September 30, 2006.

At Sept. 30, 2006, the company's balance sheet showed $7.3 million
in total assets and $17 million in total liabilities, resulting in
a $9.8 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $4.5 million in total current assets,
available to pay $8.4 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?166a

                           About AXS-One

Headquartered in Rutherford, NJ, AXS-One Inc. (AMEX: AXO) --
http://www.axsone.com-- is a leading provider of high-performance  
Records Compliance Management solutions.  The AXS-One Compliance
Platform enables organizations to implement secure, scalable and
enforceable policies that address records management for corporate
governance, legal discovery and industry regulations such as
SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The Patriot Act and
Gramm-Leach Bliley. AXS-One has offices worldwide including the
United States, Australia, Singapore, United Kingdom and South
Africa.


BASELINE SPORTS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Baseline Sports Inc. delivered to the U.S. Bankruptcy Court for
the Eastern District of Virginia its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property           $3,149,246
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $1,258,318
  E. Creditors Holding
     Unsecured Priority Claims                          $11,078
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                          $1,931,194
                                 ----------          ----------
     Total                       $3,149,246          $3,200,590

A full-text copy of the Debtor's 182-page list of schedules is
available for free at http://ResearchArchives.com/t/s?1680

Headquartered in Norfolk, Virginia, Baseline Sports Inc.
-- http://www.blsports.com/-- develops products featuring
professional sports, college sports and entertainment-licensed
properties targeted at individuals and family's active life
styles.  The company filed for chapter 11 protection on
October 16, 2006 (U.S. Bankr. E.D. Va. Case No. 06-71505)
Christopher A. Jones, Esq. at LeClair Ryan, P.C. represents the
Debtor in its restructuring efforts.


BOSTON GENERATING: Moody's Rates Proposed $1.8-Billion Loans at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Boston
Generating LLC's proposed $1.4 billion first lien credit
facilities and a B3 rating to its proposed $400 million second
lien term loan.

The first lien credit facilities will consist of a $1.08 billion
term loan, a $250 million synthetic letter of credit facility, and
a $70 million revolving credit facility.

The rating outlook is stable.

Proceeds from the financing, along with $300 million of unrated,
unsecured debt issued by parent company, EBG Holdings, LLC, will
be used to refinance $796 million of existing Boston Gen's funded
debt, to provide working capital and fund reserve accounts of
around $285 million, to provide a $70 million revolver, and to
tender for up to $1.025 billion of EBG units including warrants.

The ratings reflect the expected high degree of contracted cash
flow anticipated at Boston Gen provided from capacity revenues
earned through the Forward Capacity Market in New England and from
four year hedges established with investment grade counterparties.

Over the next four years, about one-third of Boston Gen's revenues
will be earned from FCM payments received from the Independent
System Operator - New England providing a highly reliable source
of cash flow.  Another 30% - 45% of Boston Gen's revenues are
expected to be provided from various hedges with investment grade
counterparties.

At closing, Boston Gen will have entered into four year financial
hedges on 1,600 megawatts of NEMA capacity, and is required, per
the terms of the financing documents, to enter into an additional
600mw - 800 mw of financial hedges related to the SEMA capacity
region.  Depending on the commercial terms of these hedges, about
80% of Boston Gen's net energy margin could be provided by
contracted sources.

Moody's notes that while the third party hedges provide a
relatively high degree of cash flow predictability, the hedges
principally mitigate natural gas price risk; however, they do not
address operational performance risk or some basis risk that
exists between the hedge reference point for natural gas and the
delivery point.

Consequently, margin compression could occur if Boston Gen were to
experience operating performance issues at the plants or if the
basis differential were to widen beyond historical levels.

The ratings also incorporate Boston Gen's expected credit metrics
after the completion of the refinancing.  Boston Gen's ratio of
funds from operations to total first and second lien debt is
expected to range between 5% to 6% during the first three years
while its coverage of first and second lien interest expense
averages around 2x over this time period.  These credit metrics
are consistent with other B-rated enterprises which have exposure
to the more volatile merchant energy marketplace.

While Boston Gen's historical financial performance has been very
weak resulting in losses each year, the financial performance of
Boston Gen improved measurably during 2006 due in large part to
better regional market conditions and the receipt of reliability
must run capacity payments from the ISO-NE.

Moody's expects that the continued receipt of capacity payments,
fortified by the introduction of the forward capacity market, as
well as the benefits of the financial hedges will produce greater
financial predictability around the expected results.

While market conditions have strengthened and cash flow
predictability has improved, the ratings further incorporate the
substantial amount of debt that will exist following this
recapitalization.  About $1.1 billion of incremental debt will be
added to the consolidated balance sheet at closing at EBG, all of
which will be distributed to current EBG unit holders, resulting
in substantial negative net worth at both Boston Gen and at EBG.

While the improved market place, the degree of contracted
revenues, the 100% cash sweep mechanism, and the assets'
competitive position help to mitigate this issue, the incremental
debt weakens credit quality exposing Boston Gen to greater
refinancing risk, particularly given the intermediate term of
existing hedges and the volatile nature of this future merchant
energy market.

The ratings also acknowledge the existence of litigation that
exists at Federal Energy Regulatory Commission concerning Boston
Gen's receipt of RMR payments as well as the litigation between
Boston Gen and Distrigas, which sells natural gas to Boston Gen
under long-term natural gas contracts.  The ratings incorporate
the prospects for reasonable settlements in both pieces of
litigation and factors in appropriate levels of liquidity to
satisfy such future settlements.

Under the $1.4 billion in first lien credit facilities,
$1,080 million will be drawn as a term loan maturing in seven
years.  Of the remaining $320 million of first lien debt,
$250 million will be drawn to fund a synthetic letter of credit
facility of which $70 million will fund a debt service reserve and
$180 million will be used for hedging and other performance LC
requirements.  A $70 million revolving credit facility will be
available for additional working capital needs.  

The maturity on the first lien credit facilities will be seven
years, while the maturity on the revolving credit facility will be
five years.  The first lien facilities will be secured by a first
lien on the all of the Boston Gen assets, and will receive
upstream guarantees from each of the legal entities that hold the
generating assets.  First lien lenders will share the collateral
on a pro-rata basis with hedge counterparties.

The term loan will have a waterfall for payments and will feature
a 100% cash sweep of any excess cash, which should help to
facilitate a more rapid amortization of the term loan. The
$400 million second lien term loan will have a second priority
position in the same collateral and will largely have the same
covenant package as the first lien term loan.  The financing
documents will include minimum EBITDA/Interest and maximum
Debt/EBITDA ratios.

Moody's will withdraw the B2 first lien rating on Boston Gen's
existing $370 million term loan and its $130 million revolving
credit facility upon closing of the recapitalization.

Boston Gen's rating outlook is stable reflecting the expected
receipt of relatively stable cash flows over the next four years
through FCM payments from ISO-NE and hedge counterparty payments.

The rating outlook incorporates an expectation of continued strong
operating performance across Boston Gen's plants and relatively
rapid de-leveraging given the 100% cash sweep mechanism that is
incorporated into the financing documents.

In light of anticipated substantial leverage and the company's
reported hedging strategies, limited prospects exist for the
ratings to be upgraded in the intermediate term.  However, longer-
term, the rating could be upgraded should Boston Gen utilize
excess cash to permanently reduce debt by more than
$400 million and if greater clarity concerning the sustainability
of a forward capacity market in New England surfaced, resulting in
the ratio of FFO to total first and second lien debt approaching
10% on a sustainable basis.

The ratings could be downgraded if the operating performance were
to weaken or if margins were to shrink resulting in the ratio of
FFO to total first and second lien debt falling below 4% on a
sustainable basis.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction, and final
debt sizing consistent with initially projected credit metrics.

Assignments:

   * Issuer: Boston Generating LLC

      -- Senior Secured Bank Credit Facility, Assigned B1
      -- Senior Secured Bank Credit Facility, Assigned B1
      -- Senior Secured Bank Credit Facility, Assigned B1
      -- Senior Secured Bank Credit Facility, Assigned B3

Boston Gen is a wholly-owned subsidiary of EBG Holdings, Inc.,
which in turn, after completion of the debt restructuring will be
owned 9.9% by K Road BG LLC and 90.1% by others.  Boston Gen owns
three separate operating subsidiaries, Mystic I, LLC, Mystic
Development, LLC, and Fore River Development, LLC.  These
subsidiaries collectively own generation facilities which
aggregate 2,976 megawatts and each will guarantee the credit
facilities.  Mystic I, LLC owns Mystic Station, a 573 MW two unit
dual fuel-fired generation station in Everett, Massachusetts.
Mystic Development owns Mystic 8 and 9, a combined 1,602 MW
natural gas fired combined cycle generating facility adjacent to
Mystic 7.  Fore River owns an 801 MW natural gas fired combined
cycle generating facility in Weymouth, Massachusetts.  In
addition, an affiliate of K Road manages and operates the
companies and their assets.


C2 GLOBAL: Equity Deficit Widens to $80.2 Million at Sept. 30
-------------------------------------------------------------
C2 Global Technologies Inc.'s balance sheet at Sept. 30, 2006
showed total assets of $1.6 million and total liabilities of
$81.8 million resulting in a total stockholders' deficit of $80.2
million.  The company's total stockholders' deficit at Dec. 31,
2005 stood at $77.9 million.

For the quarter ended Sept. 30, 2006, the company reported a net
loss of $1.7 million, as compared with a net income of
$1.7 million for the same quarter in 2005, brought about by a
$4.2 million income from discontinued operations.

Counsel Corporation and its subsidiaries are the controlling
stockholder and major debt holder of the company, owning 97% of
the company's debt at Sept. 30, 2006.  Counsel has subordinated
its debt position and pledged its ownership interest in C2 in
favor of Laurus.

The related party subordinated notes payable to Counsel are to
mature on Dec. 31, 2006.  Counsel has advised the company that it
intends to extend the maturity date of the notes to Oct. 31, 2007.
Counsel, via a "Keep Well" agreement, has agreed to fund the cash
requirements of the company until Dec. 31, 2006.

At Sept. 30, 2006, the company has $61.5 million in 10%
subordinated notes and $17.7 million in 9% subordinated
convertible notes payable to Counsel.

A full text-copy of C2 Global Technologies Inc.'s quarterly report
on Form 10-Q may be viewed for free at:

              http://ResearchArchives.com/t/s?1653

                        Going Concern Doubt

On March 27, 2006, BDO Seidman LLP and PricewaterhouseCoopers LLP
expressed substantial doubt about C2 Global Technologies Inc. and
subsidiaries' ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005 and 2004.  The auditing firms pointed to the
Company's recurring losses, negative cash flows from operations
and net capital deficiency.

C2 Global Technologies Inc. -- http://www.c-2technologies.com/--  
licenses its patents, which include two foundational patents in
Voice over Internet Protocol technology.  C2 plans to realize
value from its intellectual property by offering licenses to
service providers, equipment companies and end-users that are
deploying VoIP networks for phone-to-phone communications.


CALPINE CORP: Sells Aries Facility to Kelson Holdings for $233MM
----------------------------------------------------------------
Calpine Corporation received approval from the U. S. Bankruptcy
Court for the Southern District of New York for the sale of the
company's 590-megawatt Aries Power Plant to Kelson Holdings, LLC
for $233.6 million.  The transaction, subject to certain
regulatory approvals, is expected to close within the next 30 to
60 days.

"Calpine continues to make significant progress with our
restructuring efforts and in divesting of non-core power assets,"
said Robert P. May, Calpine's Chief Executive Officer.  "This
transaction represents another positive step towards our goal of
emerging from Chapter 11 a stronger, more competitive power
company.  In addition to enhancing Calpine's liquidity and
reducing project debt, the Aries sale is consistent with our
strategy of focusing our resources on core power assets in our key
power markets where Calpine can best compete."

In October, Calpine received Court approval to proceed with the
sale process for Aries and initially obtained a $158.5 million
bid from Aquila, Inc.  In accordance with asset sales procedures
approved by the Bankruptcy Court, Calpine held an auction on
Dec. 4, 2006 to allow other potential buyers to bid on the asset.  
At the conclusion of this auction, Kelson Holdings, LLC was
selected as the winning bidder.

Calpine will utilize the $233.6 million in proceeds to repay
approximately $191 million of project-related debt that includes
all outstanding principal, accrued interest and other debt claims.  
The Aries facility is a natural gas-fired, combined-cycle power
plant located in Pleasant Hill, Missouri that has been in
operation since 2001.

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 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.


CANNINGTON FUNDING: Moody's Rates $14-Mil. Class D Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Cannington Funding Ltd.:

   -- Aaa to $337,500,000 Class A-1 Floating Rate Senior Notes
      Due 2020;

   -- Aa2 to $26,000,000 Class A-2 Floating Rate Senior Notes Due
      2020;

   -- A2 to $26,000,000 Class B Floating Rate Deferrable Senior
      Subordinate Notes Due 2020;

   -- Baa2 to $20,000,000 Class C Floating Rate Deferrable Senior
      Subordinate Notes Due 2020 and

   -- Ba2 to $14,000,000 Class D Floating Rate Deferrable
      Subordinate Notes Due 2020.

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

The ratings of the Notes reflect the credit quality of the
underlying assets as well as the credit enhancement for the Notes
inherent in the capital structure and the transaction's legal
structure.  This cash-flow CLO is managed by Silvermine Capital
Management LLC.


CAPITALSOURCE REAL: S&P Rates $47-Million Class J Loan at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CapitalSource Real Estate Loan Trust 2006-A's
$1.3 billion CDO.

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 economics of the
collateral, the property type diversity of the collateral, and the
backup advancing provided by the trustee.

                  Preliminary Ratings Assigned
            CapitalSource Real Estate Loan Trust 2006-A
  
                                                    Recommended
                                      Preliminary     Credit
   Class                Rating           Amount       Support
   -----                ------        ------------  -----------  
   A-1                  AAA           $895,375,000    31.13%
   B                    AA             $82,875,000    24.75%
   C                    A+             $62,400,000    19.95%
   D                    A              $30,225,000    17.63%
   E                    A-             $30,225,000    15.30%
   F                    BBB+           $26,650,000    13.25%
   G                    BBB            $33,150,000    10.70%
   H                    BBB-           $31,200,000     8.30%
   J                    BB             $47,450,000     4.65%
   Preferred shares     NR             $60,450,000
     
                          NR -- Not rated.


CARDINAL COMMS: Sept. 30 Balance Sheet Upside-Down by $3.9 Million
------------------------------------------------------------------
Cardinal Communications Inc. reported a net loss of $899,608 on
$9.9 million of revenues for the third quarter ended Sept. 30,
2006, compared with a $3.4 million net loss on $5.1 million of
revenues for the same period in 2005.  The increase in revenues is
primarily due to increased real estate sales, while the decrease
in net loss is primarily the result of lower operating expenses.  

At Sept. 30, 2006, the company's consolidated balance sheet showed
$61 million in total assets, $62.1 million in total liabilities,
$1.2 million in committed stock, and $1.5 million in minority
interest, resulting in a $3.9 million total stockholders' deficit.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1682

                        Going Concern Doubt

A.J. Robbins PC in Denver, Colorado, expressed substantial doubt
about Cardinal Communications 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 auditing firm
pointed to the company's recurring losses, negative cash flows
from operations, and working capital and capital deficits.

                 About Cardinal Communications Inc.

Cardinal Communications Inc. designs, constructs, and operates
diversified communication systems.  The systems include voice,
video, internet, wireless, and video-on-demand services to
customers in multiple dwelling units, newly constructed housing
developments, commercial properties, and the hospitality industry.
The company also builds residential and commercial properties,
insuring a steady stream of telecommunication customers.

CARMIKE CINEMAS: Form 10-Q Filing Cues S&P to Affirm B- Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Columbus, Georgia-based movie exhibitor Carmike
Cinemas Inc., and removed the ratings from CreditWatch, where they
had been placed with negative implications on March 31, 2006.

The outlook is developing.

The rating action comes after the company's filing of its third-
quarter SEC Form 10-Q within the required window of time despite
the change in external auditor.   As of Sept. 30, 2006, the
company had approximately $438 million in debt and approximately
$244 million in capitalized operating leases.

"Although the company's recent filing gives us more comfort that
further filing delays are less likely, the recent change in
external auditor and the company's remaining material weaknesses
in internal controls could still lead to further possible
restatements and/or filing delays," said Standard & Poor's
credit analyst Tulip Lim.

The ratings reflect:

     -- high lease-adjusted leverage;

     -- weak discretionary cash flow;

     -- limited liquidity;

     -- a less modern theater circuit compared with key peers;

     -- participation in the mature and highly competitive U.S.
        movie exhibition industry;

     -- exposure to the fluctuating popularity of Hollywood
        films;

     -- regions of operation with narrower film preferences;

     -- a risk that the change in auditors or the company's
        weaknesses in internal controls could still result in
        filing delays or further restatements; and

     -- Standard & Poor's longer term concern that U.S. movie
        theater attendance will be pressured by the proliferation
        of competing entertainment alternatives and shortening
        periods in theatrical release prior to home video and
        video-on-demand release.

These factors more than outweigh Carmike's decent geographic
diversity and its competitive positions in many of its smaller
markets.


CASCADES INC: To Buy Domtar's 50% Norampac Stake for CDN$560 Mil.
-----------------------------------------------------------------
Cascades Inc. will buy Domtar Inc.'s 50% interest in Norampac Inc.
for CDN$560 million or $491 million in cash, Frederic Tomesco
writes for Bloomberg.

According to the source, the purchase deal, which will close by
Dec. 31, 2006, covers CDN$360 million in debt and CDN$200 million
in equity, including subscription receipts that are convertible to
common stock.  

Bloomberg relates that Norampac's partner, Domtar, will use the
proceeds to reduce debt as part of its merger with Weyerhaeuser
Co.'s paper unit.

As reported in the Troubled Company Reporter on Aug. 24, 2006,
Domtar Inc. signed a definitive agreement to combine with
Weyerhaeuser's fine paper business and related assets in a
$1.35 billion transaction.  The new company, to be called Domtar,
will have its head office in Montreal, Quebec, while the
headquarters of operations will be in Fort Mill, South Carolina.  
The transaction has been approved by the Boards of Directors of
both companies.

Shares of both companies, Bloomberg says, were cut short prior to
the announcement.  Cascades last traded at CDN$13.33 with a gain
of 13 cents on the Toronto Stock Exchange, while Domtar traded at
CDN$8.22, or 7 cents higher, Bloomberg adds.

                          About Norampac

Norampac owns eight containerboard mills and 26 corrugated
products plants in the United States, Canada and France.  With
annual production capacity of more than 1.45 million short tons,
Norampac is the largest containerboard producer in Canada and the
seventh largest in North America.  Norampac, which is also a major
Canadian manufacturer of corrugated products, is a joint venture
company owned by Domtar Inc. (TSX: DTC) and Cascades Inc. (TSX:
CAS).

                           About Domtar

Headquartered in Montreal, Quebec, Domtar Inc. (TSX/NYSE: DTC) --
http://www.domtar.com/-- produces uncoated freesheet paper in    
North America.  The Company also a manufactures business papers,
commercial printing and publication papers, and technical and
specialty papers.  Domtar manages according to internationally
recognized standards 18 million acres of forestland in Canada and
the United States, and produces lumber and other wood products.  
Domtar has 10,000 employees across North America.  The company
also has a 50% investment interest in Norampac Inc., a Canadian
producer of containerboard.

                          About Cascades

Founded in 1964, Cascades Inc. -- http://www.cascades.com/--   
produces, transforms, and markets packaging products, tissue paper
and fine papers, composed mainly of recycled fibres.  Cascades
employs nearly 15,600 men and women who work in some 140 modern
and flexible production units located in North America, in Europe
and in Asia.  Cascades' management philosophy, its more than 40
years of experience in recycling, its continued efforts in
research and development are strengths which enable the company to
create new products for its clients and thus offer superior
performance to its shareholders.  The Cascades shares trade on the
Toronto stock exchange under the ticker symbol CAS.

                           *     *     *

Standard & Poor's Ratings Services rated the Cascades Inc.'s
7-1/4% Senior Notes due 2013 at BB+.


CELLNET TECHNOLOGY: Acquisition Offer Cues S&P's Developing Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating, on Alpharetta, Goergia-based
Cellnet Technology Inc. on CreditWatch with developing
implications.

The CreditWatch placement comes after the report that the company
is in the process of being acquired by Sydney, Australia-based
Bayard Group, an investment firm specializing in advanced metering
and energy measurement.  Depending upon how the transaction is
effectuated, a variety of rating outcomes is possible, including a
withdrawal of the ratings on Cellnet's existing indebtedness.

After the acquisition, Cellnet may enter into a merger with one or
more of the other advanced metering providers that are under
Bayard's ownership. The impact of the new capital structure on the
company's financial risk profile has yet to be determined, though
Cellnet's existing term loans are expected to be refinanced under
the transaction.

Standard & Poor's will meet with management to discuss further
details and will resolve the CreditWatch placement in an
appropriate timeframe.


CINEMARK USA: Likely Reduced Leverage Cues S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cinemark
Inc. and subsidiary Cinemark USA Inc., which are analyzed on a
consolidated basis, to positive from stable.

At the same time, Standard & Poor's affirmed its existing ratings
on Cinemark, including the 'B' corporate credit ratings.  The
Plano, Texas-based movie exhibitor had about $3.1 billion in total
debt, including capitalized operating leases and pro forma for its
new senior secured credit facility, which closed on Oct. 5, 2006.

"The outlook revision is based on the potential for the company to
reduce leverage from the proceeds of an IPO of National Cinemedia
Inc.," said Standard & Poor's credit analyst Tulip Lim.

As of Sept. 30, 2006, Cinemark has a 21% interest in National
CineMedia Inc., a distributor of cinema on-screen advertising, but
should have about a 25% interest in the company pro forma for the
acquisition of Century Theatres Inc.  If NCM completes an IPO and
recapitalizes, Cinemark would receive some of the proceeds.  

A further key ingredient in Cinemark's upgrade potential is how
well the business performs over the near-to-intermediate term.

The ratings reflect the company's high lease-adjusted leverage and
financial risk, its participation in the mature and highly
competitive U.S. motion picture exhibition industry, its exposure
to the fluctuating popularity of Hollywood films, the shortening
windows between theatrical and DVD/video-on-demand release, and
competition from other exhibitors and alternative entertainment
sources.

These concerns outweigh the benefits of the company's quality
theater circuits, above-average profit margins, experienced
management team, and asset flexibility provided by its profitable
non-U.S. operations.


COFFEYVILLE RESOURCES: Moody's Rates New $775 Million Loan at B2
----------------------------------------------------------------
Moody's Investors Service placed Coffeyville Resources LLC's
B2 corporate family rating on review for downgrade and assigned a
B2, LGD3, 32% rating  to its new $775 million senior first-lien
secured term loan under the Loss Given Default notching
methodology.

Term loan proceeds would refinance $533 million of outstanding
debt and fund a large cash dividend.

Moody's also assigned B2, LGD3, 32% ratings to CRL's
$150 million senior first lien secured revolving credit facility,
replacing a $100 million facility that had been rated Ba3 and to
its $150 million senior first lien secured letter of credit
facility.

Moody's also reduced CRL's Probability of Default Rating to B3
from B2.

The new ratings are assigned subject to the review for downgrade
which Moody's expects to resolve in first quarter 2007 and are
subject to Moody's review of the new facilities final terms and
conditions.

The review results from CRL's imminent increased leverage arising
mostly from its large cash dividend to existing private equity
owners, including sponsors Goldman Sachs Capital Partners and
Kelso Investment Associates.

The dividend will constitute a large majority of net proceeds from
CRL's proposed approximately $300 million initial public offering.

Under the LGD methodology, the lower first lien secured ratings
and reduced Probability of Default Rating reflect a pro forma
capital structure comprised entirely of first lien bank debt,
versus a current structure including a $275 million junior cushion
of second-lien secured debt under the first-lien debt.

Moody's withdraws the ratings on facilities to be retired by the
term loan and million revolver, including the Ba3 rated
$225 million first-lien term loan and $50 million delayed draw
first lien term loan and B3 rated $275 million second-lien term
loan.

The review for downgrade reflects post-dividend leverage coupled
with:  

   -- inherent potential for delay in CRL's proposed IPO due to
      a need to first complete its review process with the SEC
      and due to volatile refining and equity markets;

   -- much reduced cash flow in the traditionally weak fourth
      and first quarters;

   -- further reduced first quarter cash flow due to a scheduled
       40 to 45 days of downtime arising from first quarter 2007
       turnaround work;

   -- scheduled proportionately large capital spending that will
      further boost first half 2007 leverage; and

   -- the inherent risk of unscheduled downtime that is not
      uncommon to the refining sector.

If CRL's single unit experienced unscheduled downtime or the
market is not sufficiently responsive to its IPO, CRL's increased
leverage would be higher than expected for its B2 rating.

The ratings are supported by:

   -- expected moderating but still historically sound 2007
      refining margins supportive of CRL's leverage and ratings;

   -- CRL's sound crude oil sourcing tactics and logistics;

   -- CRL's strong regional refined product distribution
      logistics and proximity to end-user markets; and,

   -- generally protective aspects of CRL's crack spread hedge on
      60% to 70% of its current production which, assuming CRL
      avoids material downtime, provides a partial gross margin
      hedge on that production.

Furthermore, CRL's projects are not based on new technology and
have added significantly to CRL's value in the past year.  As
well, CRL's CEO, who started with CRL in June 2005 in connection
with its acquisition by GSCP and Kelso, is seasoned in project
management and refinery operations.

The ratings benefit from:

   -- a degree of diversification provided by CRL's fertilizer
      business;

   -- expected sound fertilizer prices in the near term;

   -- diversification in the types of crudes CRL refines; and,

   -- substantial business interruption insurance although it
      cannot be known at this time how closely business
      interruption payments would match the timing of contractual
      obligations.

The ratings are restrained:

   -- by CRL's very high leverage relative to its refining peers;

   -- volatile markets; and,

   -- CRL's status as a single refinery with redundancy limited
      to certain processing units.

CRL does not have material redundancy in the important value
adding units downstream from those units.

The ratings are also restrained by substantial capital spending
for Tier II low sulfur gasoline and ultra low sulfur diesel
requirements and for projects key to continuing a trend of
operating improvements achieved since June 2005.

CRL also produces a very low level of high margin premium gasoline
and it carries the higher unit costs of comparatively low energy
and heat efficiency.

CRL carries high leverage measured by Debt/Complexity barrels.
Complexity barrels equal a refinery's effective crude oil
distillation capacity divided by its Nelson Complexity Index.

The Nelson Index is a rough proxy for a refinery's relative
capacity to add value to a crude oil barrel above its cost.  High
complexity refineries tend to be able to run cheaper crude oils
and convert them into higher proportions of valuable
transportation fuels and light refined products.

Moody's views refining leverage measures oriented around EBITDA to
have limited value due to the volatility of margins, wide
variations in the quality and sustainability of EBITDA, wide
working capital in concert with to market conditions driving
EBITDA, the sector's substantial refinery maintenance capital
spending needs, and heavy sector low sulfur fuels capital spending
through at least 2007.

CRL owns and operates a stand-alone crude oil refinery and a
fertilizer plant located in Coffeyville, Kansas.

Management reports that it maintained peak crude oil throughput of
approximately 94,000 barrels per calendar day in 2006 to date,
slightly ahead of the 93,500 barrels per calendar day anticipated
at the time of the 2005 acquisition, and averaged 103,000 barrels
per calendar day in second quarter 2006 during the summer
transportation fuels build-up.  

CRL reports that it temporarily attained a peak crude oil run rate
of 108,000 barrels per stream day for several days in May 2006.  
Liquids recovery has also reportedly increased to over 94% as a
result of optimized utilization of downstream units, though the
average for 2006 to date is comparatively flat at 93.8% versus
93.7% in both 2005 and 2004.

CRL also reports higher production within the fertilizer segment
as well.  While the fertilizer business carries high fixed costs
relative to natural gas fed competitors, the fertilizer business
has a key cost advantage in being fed by low cost petroleum coke
which is gasified to provide feedstock and energy.  It benefits
from current comparatively strong fertilizer prices driven by
competitor's high natural gas costs and still strong demand for
urea and liquid nitrogen fertilizer.  The plant is also situated
in the midst of a major market for nitrogen fertilizer.

Capital spending, since the June 2005 acquisition and to date in
2006, approximated $252 million for mandatory ultra low sulfur
transportation fuels units and sulfur removal plant, now in
operation and for new continuous catalytic reformer and revamps to
the catalytic cracking, delayed coking, and crude oil distillation
units that CRL estimates will take CRL's peak crude oil throughput
to 120,000 barrels per stream day.

Moody's believes that 2006 capital spending will be approximate
$280 million and that pro-forma interest expense would be in the
range of $55 million to $60 million for 2006.  Capital spending
will continue to be very substantial in 2007 though it appears
likely to decline substantially thereafter.

In the twelve months ended Sept. 30, 2006, CRL generated
approximately $336 million of Adjusted EBITDA, versus $252 million
in 2005, and pro-forma EBIT/total throughput barrels above its B-
rated peers.  This predominantly reflected historic sector crack
spreads and crude oil quality price differentials and secondarily
CRL's more opportunistic crude oil sourcing, important ongoing
operating improvements, and increased direct sales of refined
product.

Moody's anticipates year-end 2006 EBITDA to be in the $330 million
to $340 million range, depending on fourth quarter strength of
U.S. and world petroleum product demand.

In Moody's view, given the macro and sector operational forces at
work, the sector has already seen its cyclical peaks and refining
margins will moderate during 2007.

The pro-forma capital structure includes approximately
$795 million of debt and $206 million of equity.  While LTM
EBIT/Interest is in the Baa range at 4.8x on a pro-forma basis,
CRL's retained cash flow measures on a pro-forma basis are
significantly below par for its B2 rating.  This is directly
related to the large dividend payout during the current
recapitalization.

Moody's also notes that trade payables or alternative funding
needs would increase by in the range of $150 million if J. Aron &
Company no longer fronted for CRL's sourcing of 84% of its crude
oil and its exposure to crude oil price volatility would also
therefore increase.

CRL is headquartered in Sugar Land, Texas.


COINMACH SERVICE: Merger Proposal Prompts S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Plainview, New York-based Coinmach Service Corp. to negative from
stable. At the same time, existing ratings on CSC, including its
'B' corporate credit rating, were affirmed.

For analytical purposes, Standard & Poor's consolidate Coinmach
Corp. with its sister companies and base our ratings conclusion on
an operational and financial review of CSC.  Total debt
outstanding at Sept. 30, 2006, was about $655 million.

"The outlook revision follows CSC's announcement that it made a
merger proposal to Mac-Gray Corp., which we believe reflects a
more aggressive financial policy," said Standard & Poor's credit
analyst Jean C. Stout.

Although Mac-Gray subsequently rejected CSC's offer, under CSC's
proposal, Mac-Gray's shareholders would receive between $13.00 and
$13.75 per share in cash plus the assumption of debt for an
estimated transaction value of about $375 million.  A transaction
of this size would increase Coinmach's leverage.  

The ratings on CSC reflect its highly leveraged financial profile
and its significant cash flow requirements to fund capital
expenditures, interest, and expected dividends.

CSC, through its operating company, Coinmach, is the leading
supplier of outsourced laundry services for multifamily housing
properties in the highly fragmented North American market, with a
strong presence in the Northeast, Mid-Atlantic, Southwest, and
Southeast regions.

The long-term renewable nature of lease contracts provide a
barrier to market entry which, together with the relatively
constant demand and recession-resistant nature of its services,
has provided the company with a relatively stable revenue stream
and cash flows.  Nevertheless, demand can and has been affected by
extended periods of reduced rental occupancy.


COMM: Fitch Junks Rating on $6.7 Million Class M Certificates
-------------------------------------------------------------
Fitch Ratings downgrades the long-term credit rating and lowers
the distressed recovery rating of COMM's commercial mortgage pass-
through certificates, series 2000-C1, as:

   -- $6.7 million class M to 'C/DR6' from 'CCC/DR1'.

In addition, Fitch downgrades the long-term credit rating and
assigns a DR rating to these class:

   -- $7.8 million class L to 'CCC/DR1' from 'B-'.

Fitch also upgrades these classes:

   -- $13.5 million class D to 'AAA' from 'AA+';
   -- $25.8 million class E to 'AA+' from 'A';
   -- $11.2 million class F to 'AA-' from 'BBB+';
   -- $26.9 million class G to 'BBB' from 'BB+'; and,
   -- $6.7 million class H to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

   -- $0.3 million class A-1 at 'AAA';
   -- $542.9 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $38.2 million class B at 'AAA';
   -- $39.3 million class C at 'AAA';
   -- $6.7 million class J at 'B+'; and,
   -- $10.1 million class K at 'B'.

$6.7 million class N remains at 'C/DR6'.

Fitch does not rate the $79 thousand class O certificates.

The rating downgrades are the result of increased loss
expectations on the specially serviced assets.  Fitch projected
losses on the specially serviced assets are expected to fully
deplete classes N and O and negatively impact classes L and M.

The rating upgrades reflect increased credit enhancement due to
scheduled amortization and the additional defeasance of eight
loans since Fitch's last rating action.

As of the Nov. 2006 distribution date, the pool's balance has been
reduced 17.5% to $740.8 million from $897.9 million at issuance.  
To date, 21 loans have defeased, including the largest loan in the
pool.

Fitch remains concerned about the performance of 14 loans in the
pool that have been identified as Fitch Loans of Concern.  These
include the specially serviced loans and loans with low DSCR and
occupancies.  Currently, there are six assets in special
servicing.  The largest asset in special servicing consists of an
apartment portfolio that was originally secured by six multifamily
properties in MI, one apartment building in OH and one apartment
complex in IL.  The original loan was split into an A-note
portion, which is included in the trust, and a B-note, with a
current balance of $14.68 million, which is held outside the
trust.  Two of the properties were sold at their respective
foreclosure sales at no loss to the trust. Receipts from the sales
have been used to reduce the outstanding balance on the asset.  
The remaining six properties have been foreclosed on and are real
estate owned.  The special servicer is in negotiations with a
prospective purchaser for the MI properties with a closing
scheduled for first quarter 2007.

The second largest asset in special servicing is a 156,259 square
foot retail property in Cincinnati, OH and is REO.  The asset is
completely vacant.  The special servicer is marketing the asset
for sale.

The third largest specially serviced loan is a 289,000 sf
industrial warehouse that is located in City of Industry, CA and
is in foreclosure.  The loan transferred to special servicing in
March 2006 due to monetary default and unauthorized transfer.
Defeasance of the loan was originally anticipated to occur in May
2006.  However, the defeasance fell through and the borrower filed
bankruptcy on the date of the foreclosure filing.  The special
servicer is in litigation with the borrower.

Fitch continues to monitor the eighth largest loan in the pool.
This loan is secured by three retail/office buildings in various
cities in Maryland and Virginia.  Two of the three properties have
suffered sharp declines in occupancy, resulting in decreased net
cash flow in comparison to underwriting.  Consolidated occupancy
as of June 2006 was 60.2%.

Fitch maintains an investment grade credit assessment on the
Crystal Park One loan.  The Fitch stressed debt service coverage
ratio is calculated using servicer provided net operating income
less required reserves divided by debt service payments based on
the current balance using a Fitch stressed refinance constant.

The Crystal Park One loan is secured by a 416,524 sf, 11-story
office building located in the Crystal City section of Arlington,
Virginia.  This loan also has an A and B-note structure, where the
B-note, with a current balance of $12.7 million, is held outside
the trust.  Occupancy at the property has rebounded to 92% as of
June 2006 from 63% at year-end 2005.

Although current occupancy is below the underwritten occupancy of
99%, leasing activity remains strong and rental rates of the
recently leased space are inline with market rents.  Fitch will
continue to monitor the performance of the collateral.


COMM: Fitch Holds B+ Rating on $13.4 Million Class V-GP Certs.
--------------------------------------------------------------
Fitch upgrades these classes of COMM 2005-FL11 Commercial Mortgage
Pass-Through Certificates:

   -- $36.2 million class B to 'AAA' from 'AA+';
   -- $41.2 million class C to 'AAA' from 'AA';
   -- $28.0 million class D to 'AAA' from 'AA-';
   -- $36.2 million class E to 'AA+' from 'A+';
   -- $32.9 million class F to 'AA' from 'A';
   -- $28.0 million class G to 'A+' from 'A-';
   -- $24.7 million class H to 'A' from 'BBB+'; and,
   -- $28.0 million class J to 'BBB+' from 'BBB'.

These classes are affirmed:

   -- $448.4 million class A-1 at AAA;

   -- $320.0 million class A-J at AAA';

   -- $29.6 million class K at 'BBB-';

   -- $24.7 million class L at 'BBB-';

   -- $5.0 million class M-COP at 'BBB-'; and,

   -- Interest only classes X-1, X-2-CB, X-2-DB, X-2-SG, X-3-CB,
      X-3-DB, and X-3-SG 'AAA'.

These are also affirmed:

   -- $10.8 million class M-GP at 'AA+',
   -- $18.8 million class N-GP at 'AA-';
   -- $22.2 million class O-GP at 'A+'
   -- $28.5 million class P-GP at 'A-'
   -- $15.4 million class Q-GP at 'BBB+';
   -- $21.1 million class R-GP at 'BBB';
   -- $28.6 million class S-GP at 'BBB-';
   -- $31.9 million class T-GP at 'BB+'
   -- $32.4 million class U-GP at 'BB'; and,
   -- $13.4 million class V-GP at 'B+'.

Class M-SHI has paid in full.

The upgrades are based on the increases to credit enhancement
levels resulting from the payoff of five loans in the transaction,
three of which were top ten loans, as well as the partial paydown
of one other loan.  As of the Nov. 2006 distribution date, 35.7%
of the transaction has paid off, with the balance of the
transaction at $1.08 billion, down from
$1.68 billion at issuance.  The servicer provided updated
financial and occupancy information as of third quarter 2006 for
the majority of loans in the transaction.

Twelve floating rate loans remain:

   -- Toys R Us DE Portfolio (23.5%);
   -- SHC REIT Hotel Portfolio (17.0%);
   -- Whitehall/Starwood Golf Portfolio (18.3%);
   -- Crescent Office Portfolio (10.2%);
   -- Toys R Us MPO Portfolio (8.0%);
   -- DDR Macquarie/Mervyn's Portfolio (4.2%);
   -- Camelback Colonnade (3.8%);
   -- Rockwall I & II (3.8%);
   -- Universal City Hilton (3.1%);
   -- Airport Technology Park (3.0%);
   -- Long Beach Hilton (2.8%); and,
   -- Crossgates Commons (2.4%).

One loan, Rockwall I & II, is on the servicer's watch list because
of a decline in performance.  As of Oct. 2006, occupancy at that
property had declined to 78% from 82% at issuance.  The balance of
the trust portion of the SHC REIT Hotel Portfolio has been reduced
to $183.7 million from $220 million at issuance, with the release
of two properties

All pooled whole loans, A notes, or senior participations of whole
loans in the trust have credit characteristics consistent with
investment-grade obligations.  Five loans, representing 81% of the
collateral, are backed by properties broadly dispersed across the
US.

Among property types, the loans are distributed as:

   -- Retail: 42.0%;
   -- Hotel: 22.8%;
   -- Office: 16.9%; and,
   -- Other (Golf Courses): 18.3%.

Eleven of the twelve remaining loans have junior non-trust debt or
additional mezzanine debt.


DEVELOPERS DIVERSIFIED: Inks Common Share Forward Sale Agreements
-----------------------------------------------------------------
Developers Diversified Realty Corporation has agreed to sell
11,599,134 of its common shares in an at-the-market public
offering underwritten by Goldman, Sachs & Co.

In connection with the forward sale agreements, the offering will
consist of 5,799,568 common shares to be borrowed and sold by
Deutsche Bank Securities Inc., 2,899,783 common shares to be
borrowed and sold by Merrill Lynch & Co., Inc., and 2,899,783
common shares to be borrowed and sold by J.P. Morgan Securities
Inc. in each case, to Goldman, Sachs & Co. as book-running manager
and underwriter in this offering.

In connection with the offering of its common shares, Developers
Diversified has entered into forward sale agreements with each of
Deutsche Bank, an affiliate of Merrill Lynch & Co., Inc. and an
affiliate of J.P. Morgan Securities Inc.  Pursuant to the terms of
the forward sale agreements, and subject to its right to elect
cash settlement, Developers Diversified has agreed to sell, upon
physical settlement of such forward sale agreements, an aggregate
of 11,599,134 of its common shares to Deutsche Bank, an affiliate
of Merrill Lynch & Co., Inc. and an affiliate of J.P. Morgan
Securities Inc.

Developers Diversified intends to use the proceeds it expects to
receive upon any physical settlement of the forward sale
agreements to fund a portion of its previously announced
acquisition of Inland Retail Real Estate Trust, Inc.  Developers
Diversified will not receive any proceeds from the sale of its
common shares until settlement of the forward sale agreements,
which is expected to occur on or before Sept. 8, 2007.

The securities will be offered and sold pursuant to an effective
registration statement filed with the Securities and Exchange
Commission.  A copy of the prospectus relating to these securities
may be obtained, when available from:

     Goldman, Sachs & Co.
     85 Broad Street
     New York, NY 10004
     Fax: 212-902-9316

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

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings affirmed Developers Diversified Realty Corporation's
BB+ preferred stock rating.


DOMTAR INC: Sells 50% Norampac Stake to Cascades for CDN$560 Mil.
-----------------------------------------------------------------
Cascades Inc. will buy Domtar Inc.'s 50% interest in Norampac Inc.
for CDN$560 million or US$491 million in cash, Frederic Tomesco
writes for Bloomberg.

According to the source, the purchase deal, which will close by
Dec. 31, 2006, covers CDN$360 million in debt and CDN$200 million
in equity, including subscription receipts that are convertible to
common stock.  

Bloomberg relates that Norampac's partner, Domtar, will use the
proceeds to reduce debt as part of its merger with Weyerhaeuser
Co.'s paper unit.

As reported in the Troubled Company Reporter on Aug. 24, 2006,
Domtar Inc. signed a definitive agreement to combine with
Weyerhaeuser's fine paper business and related assets in a
$1.35 billion transaction.  The new company, to be called Domtar,
will have its head office in Montreal, Quebec, while the
headquarters of operations will be in Fort Mill, South Carolina.  
The transaction has been approved by the Boards of Directors of
both companies.

Shares of both companies, Bloomberg says, were cut short prior to
the announcement.  Cascades last traded at CDN$13.33 with a gain
of 13 cents on the Toronto Stock Exchange, while Domtar traded at
CDN$8.22, or 7 cents higher, Bloomberg adds.

                          About Norampac

Norampac owns eight containerboard mills and 26 corrugated
products plants in the United States, Canada and France.  With
annual production capacity of more than 1.45 million short tons,
Norampac is the largest containerboard producer in Canada and the
seventh largest in North America.  Norampac, which is also a major
Canadian manufacturer of corrugated products, is a joint venture
company owned by Domtar Inc. (TSX: DTC) and Cascades Inc. (TSX:
CAS).

                          About Cascades

Founded in 1964, Cascades Inc. -- http://www.cascades.com/--   
produces, transforms and markets packaging products, tissue paper
and fine papers, composed mainly of recycled fibres.  Cascades
employs nearly 15,600 men and women who work in some 140 modern
and flexible production units located in North America, in Europe
and in Asia.  Cascades' management philosophy, its more than 40
years of experience in recycling, its continued efforts in
research and development are strengths which enable the company to
create new products for its clients and thus offer superior
performance to its shareholders.  The Cascades shares trade on the
Toronto stock exchange under the ticker symbol CAS.

                           About Domtar

Headquartered in Montreal, Quebec, Domtar Inc. (TSX/NYSE: DTC) --
http://www.domtar.com/-- produces uncoated freesheet paper in    
North America.  The Company also a manufactures business papers,
commercial printing and publication papers, and technical and
specialty papers.  Domtar manages according to internationally
recognized standards 18 million acres of forestland in Canada and
the United States, and produces lumber and other wood products.  
Domtar has 10,000 employees across North America.  The company
also has a 50% investment interest in Norampac Inc., a Canadian
producer of containerboard.


DOMTAR INC: DBRS Confirms Unsecured Notes Rating at BB (low)
------------------------------------------------------------
Dominion Bond Rating Service maintained the ratings of Domtar Inc.
at Under Review with Developing Implications following the
announcement that Domtar will sell its 50% equity interest in
Norampac Inc. to Cascades Inc. for CDN$560 million in cash.  The
Unsecured Notes and Debentures are rated at BB (low) and the
Preferred Shares at Pfd-5 (high).

The sale is likely to close by the end of 2006, with the proceeds
expected to be contributed to reduce opening indebtedness in the
"new Domtar."  DBRS views the sale of Norampac as positive to
Domtar's financial profile. DBRS will establish a rating for the
new Domtar in first quarter 2007 prior to the expected closing of
the transaction between Domtar and Weyerhaeuser Company's fine
paper and related assets, to form a new U.S. company that will
continue to be named Domtar.

DBRS views the price that Domtar received for its stake in
Norampac as reasonable, and the sale was not entirely unexpected.  
On a pro forma basis, the transaction is positive to Domtar's
financial profile, as the modest reduction in earnings from
Norampac is more than offset by the expected reduction in debt.

Cash related to the Norampac sale, in addition to U.S. softwood
lumber duty refunds, is expected to reduce opening indebtedness in
the new Domtar by approximately $645 million.  As a result, the
original debt target of $3.1 billion for the new Domtar is
expected to decline by roughly 20% to $2.5 billion.  However, the
debt structure and accounting equity of the Company has not been
finalized and, as such, debt-to-capital and coverage ratios cannot
be determined at this point.


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

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

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

As communications consultants, Brunswick will:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The payments received include:

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

    (b) $136,422 on October 24, 2006.

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

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

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

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


DURA AUTOMOTIVE: Ontario Court Grants Foreign Recognition Order
---------------------------------------------------------------
The Honorable Justice Sidney N. Lederman of the Ontario Superior
Court of Justice (Commercial List) in Canada ruled that
proceedings commenced by Dura Automotive Systems, Inc., and
certain of its affiliates before the U.S. Bankruptcy Court for the
District of Delaware under Chapter 11 of the U.S. Bankruptcy Code
are a "foreign proceeding" as defined in subsection 18.6(1) of the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.

Justice Lederman also holds that until and including Dec. 15,
2006, creditors and other parties-in-interest subject to the
jurisdiction of the Canadian court are enjoined and restrained
from initiating or continuing actions in any court or tribunal in
Canada against the Debtors or that affect their ability to carry
on their business.  Any actions against the Debtors or their
former, current or future officers and directors are stayed.

Suppliers and other parties providing service to the Debtors
are barred from discontinuing, failing to honor, altering,
interfering with, repudiating or ceasing to perform any right,
renewal right, contract, agreement, license or permit held by the
Debtors, absent their written consent or leave of the CCAA Court.

The CCAA Court authorizes the Debtors to enter into a postpetition
Senior Secured Super-priority DIP Term Loan and Guaranty Agreement
with Goldman Sachs Credit Partners, L.P., as agent; and a Senior
Secured Super-priority DIP Revolving Credit and Guaranty Agreement
with General Electric Capital Corp., as agent.  Goldman Sachs and
GECC are granted liens and security interests on the Debtors'
property to secure repayment of the DIP Loans.

The Debtors are also permitted to continue to utilize their
central cash management system currently in place.

                        D&O Indemnification

The CCAA Court authorizes the Debtors to indemnify their
directors and officers from all claims and causes of action with
respect to any liabilities or obligations related to their
capacities as directors and officers of the Debtors, except in
the event of the directors and officers' breach of their
fiduciary duties or grossly negligent or willful misconduct.

Justice Lederman also grants the directors and officers of Dura
Automotive's Canadian affiliates a charge on the Applicants'
Property not exceeding US$2,500,000 in the aggregate, as security
for the Applicants' indemnification obligations.

                        Information Officer

The CCAA Court appoints RSM Richter, Inc., as the Debtors'
information officer.  RSM will report to the Court at least once
every three months on the status of the U.S. bankruptcy
proceedings and other material information.

As information officer, RSM will not take possession of the
Debtors' property nor take part in the management or supervision
of the Debtors' business.

Nothing in the Initial CCAA Order, however, will prevent RSM from
acting as interim receiver, receiver, manager, monitor under the
CCAA, or trustee in bankruptcy of the Debtors, or their business
or property.

RSM will be paid on a monthly basis for its services.  The
Applicants are authorized to pay a CDN$25,000 retainer to RSM as
security for payment of its fees and disbursements outstanding
from time to time.

The CCAA Court also grants RSM an administration charge not
exceeding CDN$250,000 in the aggregate as security for its
professional fees and disbursements incurred.  The Administration
Charge will have priority over the DIP Lender's Charge and the
Directors' Charge, in that order.

The Administration Charge, DIP Lender's Charge and Directors'
Charge will rank in priority to all Encumbrances, other security
interests, trusts, liens and charges on the Debtors' property
in favor of other parties, excluding:

    1. existing purchase-money security interests and equipment
       financing leases registered in accordance with applicable
       personal property security legislation and recognized under
       the legislation as being entitled to priority over the
       security in place as of November 1, 2006;

    2. with respect to any real property, (a) existing by-laws and
       regulations as to the use of the Debtors' property; (b)
       notices of lease; (c) subdivision, site plan control,
       development, servicing and other similar agreements with
       municipal and other governmental authorities; (d) permits,
       rights of access or user licenses, easements, and rights of
       way;

    3. future purchase-money security interests registered in
       accordance with applicable personal property security
       legislation and recognized under the legislation as being
       entitled to priority; and

    4. Encumbrances arising by operation of law -- other than as a
       result of a default in payment or performance of an
       obligation by the Debtors -- without any grant of a
       security interest by the Debtors, and that are given
       priority over prior fixed charges by statute or law in the
       event of the Debtors' bankruptcy.

A full-text copy of the Initial Recognition Order is available at
no charge at http://ResearchArchives.com/t/s?15c3

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

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


ECHOSTAR DBS: Posts $134.1 Mil. Net Income for 3rd Quarter of 2006
------------------------------------------------------------------
Echostar DBS Corporation reported net income decreased by
$95.8 million or 41.6% to $134.1 million for the quarter ended
Sept. 30, 2006, from $229.9 million for the same quarter in 2005.

Total revenue increased by $300 million to $2.4 billion for the
quarter ended Sept. 30, 2006 from $2.1 billion for the same
quarter in 2005.  The increase in total revenue was due to a
$363.4 million increase in subscriber-related revenue.

The company had, as of Sept. 30, 2006, approximately 12.755
million DISH Network subscribers compared to approximately 11.710
million subscribers at Sept. 30, 2005, an increase of 8.9%.  A
substantial majority of its gross new subscribers are acquired
through its equipment lease program.

Subscriber-related revenue totaled $2.3 billion for the three
months ended Sep. 30, 2006, an increase of $363.5 million or 18%
compared to the same period in 2005.  The increase was
attributable to DISH Network subscriber growth and an increase in
"ARPU".

Monthly average revenue per subscriber was $62.86 during the three
months ended Sept. 30, 2006, versus $57.87 during the same period
in 2005.  The $4.99 or 8.6% increase in ARPU was primarily
attributable to price increases in February 2006 on some of its
packages, smaller monthly programming discounts than in its 2005
promotions, higher equipment rental fees resulting from increased
penetration of its equipment leasing programs, fees for DVRs,
revenue from increased availability of standard and high
definition local channels by satellite and fees earned from its
DishHOME Protection Plan.

For the three months ended Sept. 30, 2006, equipment sales totaled
$74.1 million, a decrease of $21 million or 22.1% compared to the
same period during 2005.  The decrease principally resulted from a
decline in sales of non-DISH Network digital receivers and related
components to international customers.

Subscriber-related expenses totaled $1.2 billion during the three
months ended Sept. 30, 2006, an increase of $224.8 million or
22.5% compared with the same period in 2005.

Satellite and transmission expenses totaled $36.3 million during
the three months ended Sept. 30, 2006, a $2.5 million or 7.3%
increase compared with the same period in 2005.  The increase
primarily resulted from certain operational costs associated with
its capital leases of AMC-15 and AMC-16.

Cost of sales - equipment totaled $58.7 million during the three
months ended Sept. 30, 2006, a decrease of $10.2 million or 14.8%
compared with the same period in 2005.  The decrease resulted from
a decline in sales of non-DISH Network digital receivers and
related components to international customers.  Cost of sales -
equipment represented 79.3% and 72.5% of equipment sales, during
the three months ended Sept. 30, 2006 and 2005, respectively.

Subscriber acquisition costs totaled $439.5 million for the three
months ended Sept. 30, 2006, an increase of $36 million or 8.9%
compared with the same period in 2005.

Earnings before interest, taxes, depreciation and amortization was
$570.3 million during the three months ended Sept. 30, 2006, an
increase of $68.3 million or 13.6% compared with the same period
in 2005.

Income tax provision was $79.5 million during the three months
ended Sept. 30, 2006 compared to a benefit of $5.5 million during
2005. The income tax benefit for the three months ended September
30, 2005 included an approximate $77.8 million credit resulting
from the reversal of our recorded valuation allowance. The three
months ended September 30, 2006, includes a credit of $4.8 million
related to amended state filings. Our effective tax rate going
forward is expected to be approximately 37.8% of income before
income taxes

                   Distant Network Litigation

On Oct. 20, 2006, a District Court in Florida entered a permanent
nationwide injunction prohibiting the company from offering
distant network channels to its consumers effective Dec. 1, 2006.
Distant networks are ABC, NBC, CBS and Fox network channels, which
originate outside the community where the consumer who wants to
view them, lives.

Approximately 900,000 of its customers currently subscribe to
distant network channels, generating approximately $3 million of
gross distant network channel revenue per month.  The company
disclosed that it is pursuing judicial, legislative and other
avenues to attempt to protect access to these channels by its
customers.

                       About Echostar DBS

EchoStar DBS Corporation is a holding company and a wholly-owned
subsidiary of EchoStar Communications Corporation.

Headquartered in Englewood, Colorado, EchoStar Communications
Corporation provides direct broadcast satellite pay television
services to approximately 12 million subscribers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct 4, 2006, Fitch
Ratings assigned a 'BB-' rating to Echostar DBS Corporation's $500
million offering of 7% senior notes due 2013.  The notes will rank
equally with the other debt outstanding at Echostar DBS
Corporation.

The Issuer Default Rating for Echostar Communications Corporation
and its wholly owned subsidiary, Echostar DBS Corporation, is
'BB-'.  The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service affirmed all ratings including the Ba3
corporate family and SGL-1 liquidity rating for EchoStar
Communications Corporation and its subsidiary EchoStar DBS
Corporation.

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Standard & Poor's Ratings Services assigned a 'BB-' rating to
Echostar DBS Corp.'s aggregate $500 million senior notes with
maturities of 2013 and 2016.


ECUITY INC: Sept. 30 Balance Sheet Upside-Down by $12.9 Million
---------------------------------------------------------------
Ecuity Inc. posted a $49,120 net loss on $492,228 of net revenues
for the three months ended Sept. 30, 2006, compared to a $736,689
net loss on $669,306 of net revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.3 million
in total assets and $14.3 million in total liabilities, resulting
in a $12.9 million stockholders' deficit.

The company's Sept. 30 balance sheet also showed strained
liquidity with $210,361 in total current assets available to pay
$12.2 million in total current liabilities.

The working capital deficit decreased to $12 million at Sept. 30,
2006, from a deficit of $12.4 million as of June 30, 2006,
primarily as a result of the $766,469 gain on the change in fair
value of the derivative instruments liabilities.  For the three
month period, cash decreased by $12,250, net accounts receivable
decreased by $22,949, accounts payable increased by $80,652, and
deposits on advance billings to customers decreased by $12,660.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?165e

                        Going Concern Doubt

De Leon & Company, PA, expressed substantial doubt on Y3k Secure
Enterprise Software Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the fiscal
years ended June 30, 2006, and 2005.  The auditing firm pointed to
the company's current year losses from operations of $5,648,456,
net capital deficiency of $12,976,547, and cumulative deficit of
$26,367,167 at June 30, 2006.

                         About Ecuity Inc.

Based in Seattle, Washington, Ecuity Inc. fka Y3k Secure
Enterprise Software Inc. is a facilities-based telecommunication
carrier providing Voice over Internet Protocol service offerings
as well as legacy telecommunication services.  Ecuity currently
provides VoIP services over FTTP including fiber to residences and
businesses, VoIP over WiFi, Business VoIP Services including IP-
PBX and IP-Centrix solutions, "SmartCall" VoIP services utilizing
a downloadable soft-client on a customer's PC or other Windows
compatible computing device, and conference calling.


EMISPHERE TECH: Equity Deficit Narrows to $5.5 Million at Sept. 30
------------------------------------------------------------------
Emisphere Technologies Inc.'s balance sheet at Sept. 30, 2006
showed total assets of $34.8 million and total liabilities of
$40.3 million resulting to a total stockholders' deficit of
$5.5 million.  Total stockholders' deficit at Dec. 31, 2005 stood
at $14.8 million.

For the third quarter ended Sept. 30, 2006, the company reported a
net loss of $8.1 million, compared with a net loss of $9.6 million
for the comparable quarter in 2005.

The decline in net loss was caused by the increase in fair value
of derivative instruments by $2 million compared to the same
quarter in the prior year primarily due to the rise in the stock
price from $4.50 to $8.45 at Sept. 30, 2005 and 2006,
respectively, and by the increase in other income as a direct
result of the increase in interest income related to higher
investments.

Revenue for the third quarter ended Sept. 30, 2006 was $60,000,
versus revenue of $431,000 for the same quarter in 2005.

Revenue decreased for the quarter due to the decrease in revenue
associated with the company's Roche and Novartis collaborations.

A full text copy of the company's quarterly report on Form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?167f

                      Going Concern Doubt

PricewaterhouseCoopers LLP raised substantial doubt about
Emisphere Technologies, 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 auditing firm
pointed to the Company's operating losses, limited capital
resources and significant future commitments.

                   About Emisphere Technologies

Headquartered in Tarrytown, New York, Emisphere Technologies Inc.
-- http://www.emisphere.com/-- is a biopharmaceutical company  
charting new frontiers in drug delivery.  The Company develops
oral forms of injectable drugs, either alone or with corporate
partners, by applying its proprietary eligen(R) technology to
these drugs.


ENDURANCE SPECIALTY: S&P Upgrades Rating on Preferred Stock
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Endurance Specialty Holdings
Ltd.'s operating companies to 'A' from 'A-'.

At the same time, Standard & Poor's raised its counterparty credit
and senior debt ratings on Endurance Specialty Holdings Ltd. to
'BBB+' from 'BBB' and raised its preferred stock rating to 'BBB-'
from 'BB+.'

The outlook on all these ratings is stable.

The upgrade on Endurance reflects its strong competitive position
based on its global market presence, scale, and diversified
insurance and reinsurance platforms, in particular the increased
scale within its U.S. excess and surplus platform.  

In addition, Endurance maintains very strong capital adequacy
measuring a capital adequacy ratio of 152% as of third-quarter
2006, above expectations for the rating.

Endurance is expected to measure strong operating performance
prospectively, and year-to date third-quarter 2006 Endurance has
measured a combined ratio of 87% and net income of $299 million
versus a loss of $220 million in 2005 on a combined ratio of 124%,
so all of 2005's losses have been replenished.  Also, Endurance's
strong financial flexibility was highlighted with its ability to
raise $600 million in debt, perpetual preferred, and common equity
in 2005.

In contrast, Endurance is expected not to perform as well as
concentrated property companies in years when there are low
catastrophes, as  Endurance had 46% in casualty writings in 2005.

Furthermore, management underestimated the volatility and
correlations inherent within its large national commercial per
risk accounts and property and offshore marine exposure
correlations in 2005, but the company has moved to non-renew or
cancel these exposures.

Based on Endurance's strong enterprise risk management, Standard &
Poor's expect prospective volatility to be reduced.  However,
while fully reflected in the new rating, Endurance does still
write severity risks that could create earnings and capital
volatility, and this limits future prospects for additional
favorable rating actions.

The outlook is based on Standard & Poor's expectation that
Endurance will maintain strong earnings in 2007, potentially net
income near $400 million before significant catastrophe losses on
a combined ratio of about 90%.  To the extent that Endurance does
not maintain capital adequacy and combined ratio thresholds of
more than 140% and about 95%, respectively, the outlook may be
revised to negative.

From a qualitative standpoint, Endurance has built-out its
competitive position in the insurance and reinsurance markets and
the company's growth in niche products is expected to continue.

Expectations are that debt leverage and debt plus preferred
leverage will be maintained within rating expectations of 20%
and 35%, respectively, in support of nonstandard holding company
notching.  Considering the upgrade, a positive outlook in 2007 is
unlikely.


ENRON CORP: Can Enter Into Settlement Pacts With Del Mar & ASC
--------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved settlement agreements among
Reorganized Enron Corp. and its debtor-affiliates, Del Mar
Industries Inc., and American Services Corporation.

According to Evan R. Fleck, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, EESI were parties to various prepetition
contracts with Del Mar and ASC relating to the Debtors' supply of
power and other services.  Certain disputes arose under the
contracts.

On Oct. 29, 2004, EESI filed Adversary Proceeding No. 04-04437
against ASC.

Following negotiations regarding the Contracts, the parties
entered into the settlement agreements and agreed that:

   (1) Del Mar and ASC will make settlement payments to the  
       applicable Reorganized Debtor or Debtor;

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

   (3) all liabilities scheduled in favor of Del Mar and
       ASC will be deemed irrevocably withdrawn, with prejudice,
       and to the extent applicable expunged; and

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

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


ENRON CORP: Can Enter Into Settlement Pacts With Six Parties
------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved six separate settlement
agreements between the reorganized Enron Corp. and its debtor-
affiliates and these parties:

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

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

    EESI                            Bay City Flower Co. Inc.

    ENA                             Total International Limited

    Enron Power Marketing, Inc.     Mississippi Delta Energy
                                    Agency

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

As reported in the Troubled Company Reporter on Nov. 24, 2006, the
Reorganized Debtors and the Customers were parties to various
prepetition contracts relating to the Debtors' supply of power and
other services to the Customers.  Enron Corp. issued various
guarantees as credit support for the Contracts with Alabama Gas
and Energen Resources.

Certain disputes between the Debtors and the Customers arose under
the prepetition contracts.  Consequently, the Debtors commenced
adversary proceedings against certain Customers.

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

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

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

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

   (4) the Adversary Proceedings will be dismissed.

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

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


ENTERGY NEW: Capital One Has Until January 17 to File Objections
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
approved Capital One, National Association, formerly known as
Hibernia National Bank's request to extend its deadline to file
written objections to any disclosure statements filed in Entergy
New Orleans, Inc.'s Chapter 11 case until Jan. 17, 2007.

The deadline for all parties to file written objections to ENOI's
amended disclosure statement expired on November 29, 2006.  The
hearing on the approval of any disclosure statements has been
rescheduled to Jan. 25, 2007.

Patrick Johnson, Jr., Esq., at Lemle & Kelleher, L.L.P., in New
Orleans, Louisiana, tells the Court that ENOI does not oppose the
deadline extension requested by Capital One.

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


ENTERGY NEW ORLEANS: Court Approves Certain Claims Transfer
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
has approved the transfer of the claims of Magnus Energy and
Security Support to their transferees.

From Nov. 2 to 20, 2006, the Bankruptcy Clerk recorded 12 claim
transfers in Entergy New Orleans, Inc.'s Chapter 11 case:

   Creditor                Transferee             Claim Amount
   --------                ----------             ------------
   Magnus Energy           Deutsche Bank            $2,226,291
   Marketing, Ltd.         Securities, Inc.

   Cottonwood Energy       Deutsche Bank               787,827
   Company LP              Securities, Inc.

   Security Support        Redrock Capital              19,196
   Services

   Security Support        Redrock Capital               7,570
   Services

   American Eagle Door     Trade-Debt.Net Inc.           4,306
   & Glass Co LLC

   Flat Busters            Trade-Debt.Net Inc.             943
   of LA LLC

   Salathe Oil Co Inc.     Trade-Debt.Net Inc.             786

   AAS Co.                 Trade-Debt.Net Inc.             545

   Ogden Museum            Trade-Debt.Net Inc.             350
   of Southern Art

   French Quarter          Trade-Debt.Net Inc.             250
   Festivals Inc.

   LA Spring Water         Trade-Debt.Net Inc.             229

   Merlin J &              Trade-Debt.Net Inc.             167
   Dorothy K. Lehman

The claims transfer notices were filed by:

      -- Deutsche Bank Securities, Inc.
         60 Wall Street, 2nd Floor
         New York, NY 10005
         Attn: Matt Doheny
         Tel: (212) 250-5760

      -- Redrock Capital Partners, LLC
         111 S. Main Street, Ste C11
         P.O. Box 9095
         Breckenridge, CO 80424
         Attn: Christopher Todd belitz
         Tel: (970) 547-9065

      -- Trade-Debt.Net Inc.
         P.O. BOX 1487
         West Babylon, NY 11704

                        Salathe's Objection

Salathe Oil objects to the transfer of its claim to Trade-
Debt.Net.  The company wishes to remain as the creditor of the
claim in ENOI's Chapter 11 case.

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)


ENVIRONMENTAL LAND: Can Hire Go Real Estate as Real Estate Agent
----------------------------------------------------------------
Environmental Land Technology Ltd. obtained authority from the
U.S. Bankruptcy Court for the District of Columbia to employ Go
Real Estate Inc. as its real estate agent.

Go Real Estate will sell the Debtor's real property in:

   a) Washington County, Utah:

      Tax Serial Number     Acreage
      -----------------     -------
      6810-D-1               266.94
      6225-Tr-2              274.40
      SG-5-2-17-2001         110.15
      6600-NP-1              321.80
      SG-5-TR-1-A             34.32
      6810-D-2               287.62
      6225-TR-1-A            115.00
                            -------
                 Total:    1,379.22

   b) St. George, Utah:

      Tax Serial Number     Acreage
      -----------------     -------
      SG-54-2-16-2304         24.40
      SG-54-2-16-2304          6.60
                            -------
                 Total:       31.00

Pursuant to a Listing Agreement & Agency Disclosure between the
Debtor and the Firm, Go Real Estate will receive a 2% commission
from the sale or exchange value of any of the Debtor's property up
to a ceiling of $600,000.  The Firm has already received
commissions for some properties that have been sold.

Dallin Gardner, the owner, president, and principal broker of Go
Real Estate Inc. assured the Court that the Firm is disinterested
pursuant to Section 101(14) of the Bankruptcy Code.

Headquartered in Washington, District of Columbia, Environmental
Land Technology, Ltd., filed for chapter 11 protection (Bankr.
D.C. Case No. 04-00926) on June 8, 2004.  Donald A. Workman, Esq.,
at Foley & Lardner, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed over $10 million in estimated assets and over
$50 million in estimated liabilities.


EQUITABLE PARTNERS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Equitable Partners II LLC
        320 South Madison Avenue
        Monroe, GA 30655

Bankruptcy Case No.: 06-30909

Chapter 11 Petition Date: December 4, 2006

Court: Middle District of Georgia (Athens)

Debtor's Counsel: Ernest V. Harris, Esq.
                  Harris & Liken, L.L.P.
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Hawkeye Land Development, Inc.                       $275,000
   1470 Monroe Drive
   Monroe, GA 30655

   John Herring                                         $250,000
   114 Gary Drive
   Milledgeville, GA 31061

   Cheyenne Bagley                                       $41,970
   3040 Bold Springs Road
   Monroe, GA 30655


ERA AVIATION: Court Confirms Amended Ch. 11 Reorganization Plan
---------------------------------------------------------------
The Hon. Donald MacDonald IV of the U.S. Bankruptcy Court for
the District of Alaska confirmed Era Aviation Inc.'s Amended
Chapter 11 Plan of Reorganization.

Judge MacDonald determined that the Amended Plan satisfies the 13
standards for Confirmation under Section 1129(a) of the Bankruptcy
Code.

                     Overview of Amended Plan

The Debtor's Amended Plan provides that the existing stock in the
Debtor held by CS Equity LLC and Era Aviation Investment Group LLC
will be cancelled on the effective date, and a new corporation
will acquire all the Debtor's stock in return for $1 million cash.  
The Debtors will use the proceeds for working capital and to pay
its debt obligations on the Effective Date.

According to the Plan, to provide the Debtor with additional
liquidity after the Effective Date, several Era Aviation
Investment members will lend to the Debtor up to $1.5 million
under a revolver agreement.  The loan will carry 6% simple
interest on the amount of funds actually borrowed by the Debtor.

Pursuant to the Amended Plan, the Debtor developed a Management
and Employee Incentive Program and a Management Retention Program
to provide the Debtor's management and employees a tangible
incentive to reach the projected earnings goals.

                        Treatment of Claims

Under the Amended Plan, Administrative creditors, including U.S.
Trustee quarterly fees, Court-approved professional fees and other
claims, will be paid in full on the effective date.

CapitalSource Finance LLC will retain all of its liens and receive
full payment.

The Seacor Entities consisting of Seacor Holdings Inc., its
holding subsidiary Offshore Aviation Inc., and Offshore's
operating subsidiaries Era FBO LLC and Era Helicopters LLC will
withdraw, with prejudice, their proofs of claim against Era
Aviation Investment and will have no any claim against EAIG.  The
parties will dismiss the claims asserted in the pending Washington
state court action, King County Superior Court, Case No. 05-2-
37997-9 SEA.

Claims No. 128, 129 and 130 against the Debtor, together with any
of Era's offsets against those claims will be determined in the
Bankruptcy Court.  If any of those claims are allowed unsecured
claims by July 1, 2007, then those claims will be paid in full.  
With respect to claims that are not yet allowed unsecured claims
by that date, the Debtor will pay the undisputed portion of that
claim and will make monthly payments on the disputed portion of
those claims into a separate interest bearing account, which the
Debtor will hold for the benefit of the Seacor Entity holding that
claim.

Class U-3 Holders of allowed unsecured claims of $1,000 or less,
will be paid, in cash on the effective date, in full satisfaction
of their claims.

Class U-2 Holders of allowed unsecured claims in excess of $1,000,
who failed to elect to receive $1,000 cash in full payment, will
be paid under the Full Payment Treatment.

Full Payment Treatment provides that the creditors who do not
elect the Cash Discount Option will receive 100 cents on the
dollar of the allowed unsecured claim, plus interest.  Under that
treatment, the creditors of the Seacor Entities and Class U-2
will:

   a) receive monthly installments equal to 2.1676% of the amount
      of the allowed unsecured claim, including a 4.34% interest
      rate from Dec. 28, 2005, in full satisfaction of their
      claims.  The First payment will be due July 1, 2007;

   b) be paid an equal amount, which will not be a credit to the
      monthly payments due, but will instead be a credit to the
      principal balance in the event the Debtor pays any bonuses
      under the said Programs;

   c) receive pro rata under all payments made to undisputed
      allowed unsecured claims, except that:

        i) the Debtor may make other than pro rata payments, if
           the payments are made to those Class U-2 holding the
           smallest unpaid claims, and

       ii) the other than pro rata payments made,

      iii) do not exceed $15,000 in any one calendar quarter,

   d) be secured by a security agreement covering all of the
      Debtor's assets.

Class U-2 creditors who elected the Cash Discount Option will be
paid 80% of their allowed unsecured claim within 15 days after the
effective date.

A full-text copy of the Debtor's Amended Disclosure Statement
explaining its Amended Chapter 11 Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=061205053228

                     About Era Aviation

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express  
services.  The Company filed for chapter 11 protection on
Dec. 28, 2005 (Bankr. D. Ak. Case No. 05-02265).  Cabot C.
Christianson, Esq., at Christianson & Spraker, represents the
Debtor in its restructuring efforts.  John C. Siemers, Esq., at
Burr, Pease & Kurtz, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


EUGENE SCIENCE: Sept. 30 Balance Sheet Upside-Down by $10.6 Mil.
----------------------------------------------------------------
Eugene Science Inc. filed its third quarter financial statements
for the three months ended Sept. 30, 2006, with the Securities and
Exchange Commission reporting $6,076,682 in total assets,
$16,750,391 in total liabilities, resulting in a $10,673,709 total
stockholders' deficit.

The company reported a $725,136 net loss on $657,566 of net sales
for the three months ended Sept. 30, 2006, compared with
a $2,950,316 net loss on $790,479  of net revenues in the
comparable period of 2005.

The company's September 30 balance sheet also showed strained
liquidity with $2,556,354 in total current assets available to pay
$16,003,573 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1673
                        
                        Going Concern Doubt

As reported in Troubled Company Reporter on May 18, 2006, SF
Partnership, LLP, Chartered Accountants, in Toronto, Canada,
raised substantial doubt about Eugene Science 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,
negative working capital, and operation in a country whose economy
is currently unstable -- South Korea.

                       About Eugene Science

Based in Kyonggi Do, South Korea, Eugene Science Inc. is a global
biotechnology company that develops, manufactures and markets
nutraceuticals, or functional foods that offer health-promoting
advantages beyond that of nutrition.  Plant sterols are the
company's primary products, which include CZTM Series of food
additives and CholZeroTM branded beverages and capsules.  In June
2005, the company received regulatory approval for certain health
claims associated with the company's products from government
agencies in the Republic of Korea.


FEDERAL-MOGUL: Adbar Wants Objection to Claim No. 6869 Overruled
----------------------------------------------------------------
Adbar Company, L.C., in response to Federal-Mogul Corporation and
its debtor affiliates' request to disallow and expunge Adbar's
Claim No. 6869, ask the U.S. Bankruptcy Court for the District of
Delaware to:

   (a) overrule the Debtors' Objection to its Claim No. 6869; and

   (b) determine an amount to compensate it for damages resulting
       from Debtor Carter Automotive Company, Inc.'s failure to
       timely remediate the industrial property located at 2841
       North Spring Avenue in St. Louis, Missouri.  

Adbar's Claim relates to an Agreement of Purchase and Sale dated
June 4, 1998, between CAC and Barket, Levy & Fine, Inc., pursuant
to which Barket Levy purchased the St. Louis Property.  Claim No.
6869 against Debtor Carter Automotive Company, Inc., asserts a
general unsecured claim estimated at $2,000,000.  The claim was
filed to preserve Adbar's rights to enforce a provision imposing
certain obligations on CAC under the agreement.

Pursuant to the Agreement, Barket purchased from CAC an industrial
property located at 2841 North Spring Avenue in St. Louis,
Missouri.  Barket subsequently assigned to Adbar the Property,
which was sold "as is," but for the obligation under the Agreement
requiring CAC to remediate and provide written disclosure on soil
contamination due to removal of a storage tank.

Federal-Mogul has asked the Court to disallow and expunge Adbar's
claim on the grounds that their obligation has been fully
satisfied pursuant to the Agreement.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company  
with worldwide revenue of some $6 billion.  The Company filed for
chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No.
01-10582).  Lawrence J. Nyhan Esq., James F. Conlan Esq., and
Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. Peter D. Wolfson, Esq.,
at Sonnenschein Nath & Rosenthal; and Charlene D. Davis, Esq.,
Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm represent the Official Committee of Unsecured Creditors.  
(Federal-Mogul Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


FOAMEX INT'L: Court Approves $940 Million Exit Financing Deals
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
Foamex International Inc. and its debtor-affiliates to perform,
execute, and deliver under the commitment letters providing for a
$790,000,000 debt exit financing and a $150,000,000 equity exit
financing in connection with their First Amended Plan of
Reorganization, dated Oct. 23, 2006.

The Court authorizes the Debtors to commence the rights offering
and to amend the DIP Credit Facilities as necessary.

The Court also grants the Debtors' request to pay the Put Option
Premium, the Underwriting Fees, the Rating Agency Fees, the
Alternate Transaction Fee and the other fees, expenses and
monetary obligations, including any indemnification obligations,
due and payable by the Debtors under the Commitment Letters, each
of which will be entitled to priority as an administrative
expenses of the Debtors' estates pursuant to Section 503(b)(1) and
507(a)(1) of the Bankruptcy Code.

The Court authorizes the Debtors to pay the reasonable,
documented, out-of-pocket fees and expenses incurred by the
Substantial Equityholders' professionals since June 8, 2006, in
connection with the preparation and execution of the Equity
Commitment Letter.

With respect to Pre-Commitment Significant Equityholder Expenses
incurred between June 8, 2006, and Oct. 12, 2006, the Significant
Equityholders will submit a letter detailing the expenses to the
U.S. Trustee with reasonable supporting detail.

The U.S. Trustee and the Debtors will have 30 calendar days to
object to any of the Pre-Commitment Equityholder Expenses.  Any
objection will be served upon the U.S. Trustee, and counsel to the
Significant Equityholders and the Debtors, and will identify in
reasonable detail the basis of the objection and the amount
subject thereto.  The Debtors will not pay any Pre-Commitment
Significant Equityholder Expenses until the 30-day period has
lapsed, and will not pay any of the expenses subject to an
objection absent further Court order.

Prior to a hearing to consider confirmation of the Debtors'
proposed plan of reorganization, the Debtors will file with the
Court a document identifying in reasonable detail the amount of
the Pre-Commitment Significant Equityholder Expenses paid by the
Debtors or invoiced by the Equityholders' professionals.  The
Court retains jurisdiction to review the Expenses under the
reasonableness standard of Section 1129(a) of the Bankruptcy
Code.

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: Court Approves GMAC Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
Foamex International Inc.'s Settlement Agreement with GMAC
Commercial Finance LLC formerly known as BNY Financial Corp.

As reported in the Troubled Company Reporter on Nov. 15, 2006, the
principal terms of the Settlement Agreement are:

   (a) Foamex will allow GMAC an unsecured claim for $45,179; and

   (b) the parties will mutually release each other from any and
       all claims or actions in connection with the Adversary
       Proceeding or the Claim.

GMAC Commercial, commenced a lawsuit against Foamex in the United
States Bankruptcy Court for the Northern District of Mississippi
asserting claims arising out of the recovery for certain
preferential transfers made to Foamex.

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)


FORD MOTOR: To Raise Borrowing Capacity of Financing to $23 Bil.
----------------------------------------------------------------
Ford Motor Company plans to increase its new borrowing capacity to
as much as $23 billion, up from $18 billion disclosed earlier,
reports Business Writer Tom Krisher of Associated Press.

On Nov. 27, 2006, Ford stated plans to obtain financing totaling
approximately $18 billion in order to address near- and medium-
term negative operating-related cash flow, to fund its
restructuring, and to provide added liquidity to protect against a
recession or other unanticipated events.

The financing transactions consist of:

   * new five-year senior secured revolving credit facility of
     approximately $8 billion that is intended to replace Ford's
     existing unsecured credit facilities of $6.3 billion;
   
   * senior secured term loan of approximately $7 billion; and

   * unsecured capital market transactions of approximately
     $3 billion, which may include unsecured notes convertible
     into Ford common stock.

"Our target is still $18 billion, but these contingencies assure
us that we have access to additional funding options," Ford
spokesman Oscar Suris said.

Ford said in a Securities and Exchange Commission filing that part
of the raise was due to overwhelming support from lenders.

                Senior Convertible Notes Offering

According to Mr. Krisher, Ford also raised its offering of
convertible notes to $4.5 billion, from $3 billion as previously
declared.

On Dec. 4, 2006, Ford intended to offer, subject to market and
other conditions, approximately $3 billion principal amount of
Senior Convertible Notes due 2036, which will be unsecured.  Ford
also expected to grant the underwriters an over-allotment option
to purchase up to $450 million principal amount of additional
notes.

The joint-book running managers for this offering are:

   * Citigroup Corporate and Investment Banking,
   * Goldman, Sachs & Co.,
   * J.P. Morgan Securities Inc.,
   * Deutsche Bank Securities Inc.,
   * Lehman Brothers Inc.,
   * Merrill Lynch, Pierce, Fenner & Smith Incorporated and
   * Morgan Stanley & Co. Incorporated.

The joint-lead manager for this offering is BNP Paribas Securities
Corp.

The interest rate, conversion price, offering price and other
terms will be determined by negotiations between Ford and the
underwriters of the notes.  Ford expects to use the net proceeds
from the offering for general corporate purposes.

Offers and sales of the notes will be made only by the related
prospectus and prospectus supplement.  A copy of the prospectus
and prospectus supplement can be obtained from:

   1) Citigroup Corporate and Investment Banking
      Brooklyn Army Terminal
      140 58th Street, 8th Floor
      Brooklyn, NY 11220
      Telephone (718) 765-6732
      Fax (718) 765-6734

   2) Goldman, Sachs & Co.
      Attn: Prospectus Dept.
      85 Broad St.
      New York, NY 10004
      Fax (212) 902-9316

   3) J.P. Morgan Securities Inc.
      National Statements Processing
      4 Chase Metrotech Center, CS Level
      Brooklyn, NY 11245
      Telephone (718) 242-8002
      Fax (718) 242-1350

Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F)
-- http://www.ford.com/-- manufactures and distributes    
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes due
2036.


FORD MOTOR: Intends to Offer $3 Billion Senior Convertible Notes
----------------------------------------------------------------
Ford Motor Company intends to offer, subject to market and other
conditions, approximately $3 billion principal amount of Senior
Convertible Notes due 2036, which will be unsecured.  Ford also
expects to grant the underwriters an over-allotment option to
purchase up to $450 million principal amount of additional notes.  
This offering of notes will be registered under the U.S.
Securities Act of 1933, as amended.

The joint-book running managers for this offering are Citigroup
Corporate and Investment Banking, Goldman, Sachs & Co., J.P.
Morgan Securities Inc., Deutsche Bank Securities Inc., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. Incorporated.  The joint-lead manager for
this offering is BNP Paribas Securities Corp.

The interest rate, conversion price, offering price and other
terms will be determined by negotiations between Ford and the
underwriters of the notes.  Ford expects to use the net proceeds
from the offering for general corporate purposes.

Offers and sales of the notes will be made only by the related
prospectus and prospectus supplement.  A copy of the prospectus
and prospectus supplement can be obtained from:

   1) Citigroup Corporate and Investment Banking
      Brooklyn Army Terminal
      140 58th Street, 8th Floor
      Brooklyn, NY 11220
      Telephone (718) 765-6732
      Fax (718) 765-6734

   2) Goldman, Sachs & Co.
      Attn: Prospectus Dept.
      85 Broad St.
      New York, NY 10004
      Fax (212) 902-9316

   3) J.P. Morgan Securities Inc.
      National Statements Processing
      4 Chase Metrotech Center, CS Level
      Brooklyn, NY 11245
      Telephone (718) 242-8002
      Fax (718) 242-1350

Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F)
-- http://www.ford.com/-- manufactures and distributes    
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Moody's Investors Service assigned a Caa1, LGD4, 62% rating to
Ford Motor Company's $3 billion of senior convertible notes due
2036.


FORD MOTOR: Fitch Rates $3 Billion Senior Unsecured Notes at B
--------------------------------------------------------------
Fitch has assigned a rating of 'B/RR4' to the $3 billion in senior
unsecured convertible notes being offered by Ford Motor Company.  

The securities rank pari-pasu with other existing senior unsecured
debt.  The notes are part of an $18 billion financing plan
underway by Ford to shore up liquidity as it faces several years
of very heavy negative cash flows.

Under Fitch's Recovery Rating analysis, it is estimated that
unsecured holders would recover between 30%-35% of principal value
in the event of a bankruptcy.  

Fitch could review the rating of the unsecured debt for further
downgrade if the final amount of the financings being arranged is
meaningfully larger than currently anticipated, further impairing
the recovery of unsecured holders, or if changes to Fitch's
assumptions are warranted.  

Recovery estimates assume a significant restructuring of North
American operations, values associated with various international
holdings, and 100% ownership of Ford Motor Credit Company.

The Rating Outlook remains Negative.

Ford has estimated that cash outflows over the next several years
will approximate $17 billion as a result of operating losses,
restructuring costs and working capital outflows.  Ford is
expected to have cash of approximately $20 billion at year-end
2006, plus an additional $3 billion in long-term VEBA that is
expected to be spent over the next several years.

Of the $18 billion in new financing being arranged, approximately
$15 billion is in the form of secured bank lines, thereby
subordinating existing unsecured debt of approximately
$18 billion and the planned offering of $3 billion in convertible
notes.

Approximately $7 billion of expected cash outflows are associated
with restructuring costs. Ford also faces a renegotiation of its
UAW contract in September 2007, and a stressed supply base, both
of which represent event risk through potential production
disruptions.

Fitch's Recovery Ratings, introduced in 2005, are a relative
indicator of creditor recovery on a given obligation in the event
of a default.


FORD MOTOR: Fitch Pares Senior Unsecured Ratings to B- from B
-------------------------------------------------------------
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of
both the secured facilities and the senior unsecured convertible
notes being offered.

The upsizing of these facilities reduces expected recoveries for
unsecured debtholders to between 25-30% under Fitch's recovery
analysis, corresponding to an 'RR5' rating.  Ford's 'B' Issuer
Default Rating is unaffected, and the Rating Outlook remains
Negative.

Ford disclosed its intent to increase the size of its secured
revolving credit facility to $10.5 - $11.5 billion, up from
$8 billion previously.

Ford will also increase the size of its senior unsecured
convertible note offering from $3 billion to $4.5 billion.  

The total amount of the financing package now being raised could
total $23 billion, up from a previous expectation of $18 billion.
As much as $18.5 billion of this amount is expected to be on a
secured basis, further impairing the position of unsecured
holders.  Unsecured debt outstanding that would share in
recoveries in the event of a bankruptcy will expand to
$22.5 billion from approximately $18 billion at Sept. 30, 2006.

The increased liquidity will provide Ford with additional time and
resources as it progresses in its restructuring plan, and is
expected to allay any concerns regarding liquidity during 2007.

Fitch downgrades these ratings with a Negative Rating Outlook:

   * Ford Motor Co.

      --Senior unsecured debt to 'B-/RR5' from 'B/RR4'.

   * Ford Holdings, Inc.

      -- Senior unsecured debt to 'B-/RR5' from 'B/RR4'.

   * Ford Motor Co. of Australia

      -- Senior unsecured debt to 'B-/RR5' from 'B/RR4'.


GENERAL MOTORS: Kerkorian Sells Remaining 5% Stake
--------------------------------------------------
Billionaire investor Kirk Kerkorian has sold his remaining 5%
stake in General Motors Corp. to Bank of America Corp, East Bay
Business Times reports.

Mr. Kerkorian sold the rest of his GM shares this week for $28.75
to $29.25 per share.  According to East Bay, the 5% stake was
worth more than $800 million.

As reported in the Troubled Company Reporter on Dec. 1, 2006, Mr.
Kerkorian's Tracinda Corp. previously sold 14 million shares of
GM's stock in a private transaction for $28.75 per share.  This
transaction came on the heels of the sale of another 14 million of
Tracinda-held GM stock for $33 per share.  Tom Krisher at the
Associated Press writes that this week's sale was the last block
of the nearly 10% percent stake Mr. Kerkorian once held in GM.

Mr. Kerkorian abandoned his shares in GM after failing to
implement strategic changes at the automaker.  Mr. Kerkorian and
his adviser, Jerome York, had pressured the company to take
drastic action in response to its $10.6-billion loss last year,
the Charlotte Business Journal notes.

Mr. Kerkorian and Mr. York, who was a member of GM's board,
lobbied for a global alliance between GM and Renault-Nissan.  Mr.
Kerkorian believed that the proposed alliance would allow GM to
realize substantial synergies and cost savings.  Alliance talks
between the automakers collapsed in October after GM's board
concluded that the alliance framework required by Renault-Nissan
would substantially disadvantage GM's shareholders.  

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 proposed US$1.5 billion senior
term loan facility, expiring 2013, with a recovery rating of '1'.  
The 'B+' rating was placed on Creditwatch with negative
implications, consistent with the other issue ratings of General
Motors, excluding recovery ratings.

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


GMAC COMMERCIAL: Fitch Ups Rating on $19 Mil. Class K Loan to BB-
-----------------------------------------------------------------
Fitch upgrades GMAC commercial mortgage securities, Inc., series
1998-C2 as:

   -- $19 million class H to 'BBB-' from 'BB+';
   -- $19 million class J to 'BB+' from 'BB-'; and,
   -- $19 million class K to 'BB-' from 'B+'.
   
In addition, Fitch affirms these classes:

   -- $1.2 billion class A-2 at 'AAA';
   -- Interest Only (IO) class X at 'AAA';
   -- $126.5 million class B at 'AAA';
   -- $113.9 million class C at 'AAA';
   -- $164.5 million class D at 'AAA';
   -- $38 million class E at 'AAA';
   -- $88.6 million class F at 'AA-';
   -- $44.3 million class G at 'BBB+; and,
   -- $25.3 million class L at 'B-'.

Fitch affirms the $17.6 million class M at 'CC'.

However, the distressed recovery rating has been lowered to 'DR5'
from 'DR4' due to a decrease in recoveries.

Class A-1 has paid in full.  Class N, which is not rated by Fitch,
was reduced to zero due to losses.

The upgrades are a result of defeasance and an increase
subordination levels due to additional loan amortization and
prepayments since Fitch's last rating action.  A total of
74 loans (29.0%) have defeased since issuance.

As of the November 2006 distribution date, the transaction's
principal balance decreased 24.4% to $1.91 billion compared to
$2.53 billion at issuance.

Fitch expects losses on the three specially serviced loans to
significantly impact the principal balance of class M.  The
largest of these loans is an REO asset secured by a 467-pad mobile
home property in Saginaw, Michigan.  The special servicer is
working with the property manager to improve the site for
marketability.

Fitch reviewed operating statement analysis reports and other
performance information provided by the master servicer.  The
Fitch stressed debt service coverage ratio for the loan is
calculated based on a Fitch adjusted net cash flow and a stressed
debt service based on the current loan balance and a hypothetical
mortgage constant.

Five credit assessed loans are in the pool. One loan, the Arden
Realty Inc. loan, is defeased.

The OPERS Factory Outlet Portfolio is secured by 12 cross-
collateralized and cross defaulted outlet properties within nine
centers.  Occupancy as of September 2006 was 92%, a 4.9% decrease
from 96.7% at issuance.  The year-end 2005 Fitch stressed debt
service coverage ratio was 2.5x compared to 1.68x at issuance. The
loan maintains an investment grade credit assessment.

The two remaining investment grade credit assessed loans, South
Towne Center & Marketplace and Grove Property Trust, have
performed at or better than expected at issuance.  The loans
maintain investment grade credit assessments.

The Boykin Portfolio remains below investment grade.

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.


GRACEWAY PHARMA: Moody's Rates $210-Mil. Senior Term Loan at B3
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Graceway
Pharmaceuticals, LLC, including a B1 Corporate Family Rating, a
Ba3 first lien senior secured rating, and a B3 second lien senior
secured rating.

The ratings are being assigned in conjunction with Graceway's
pending acquisition of the specialty pharmaceuticals business for
the Americas of 3M Corporation for approximately $875 million. The
ratings remain subject to the receipt and review of final
documentation.

The rating outlook is stable.

Graceway's B1 Corporate Family Rating reflects the factors
outlined in the Moody's Global Pharmaceutical Rating Methodology.
Currently, above-average scores in cash flow from operations to
debt and free cash flow to debt  help offset below-average scores
in size and scale, product concentration risk, cash coverage of
debt, and the company's reliance on life cycle management
strategies.

The stable rating outlook reflects these expectations:

   (1) the integration of 3M Americas will be relatively seamless
       and not cause significant sales force disruption;

   (2) Graceway's overhead cost structure has been reasonably
       estimated; and,

   (3) positive sales trends will continue for the core products.

A modest "downside" scenario still results in good likelihood that
Graceway will sustain CFO/Debt in the range of 12% to 15% and
FCF/Debt in the range of 10% to 12%.

Based on Graceway's limited scale and its concentration in Aldara,
Moody's does not expect that positive rating pressure will develop
in the near term.

Although not anticipated, inability to sustain FCF/Debt in excess
of 10% could result in downward rating pressure.

Scenarios where this could arise include:

   (1) additional cash-financed acquisitions that produce limited
       cash flow benefit;

   (2) a more pronounced decline in Aldara utilization than
       Moody's is currently predicting; or,

   (3) unexpected increases in Graceway's R&D or SG&A costs.

Ratings assigned:

   * Graceway Pharmaceuticals, LLC

      -- B1 Corporate Family Rating

      -- B1 Probability of Default Rating

      -- Ba3 first lien senior secured Term Loan of $500 million
         due 2011 LGD3, 35%

      -- Ba3 first lien senior secured revolving credit facility
         of $30 million due 2011 LGD3, 35%

      -- B3 second lien senior secured Term Loan of $210 million
         due 2012 LGD5, 88%

Headquartered in Bristol, Tennessee, Graceway Pharmaceuticals, LLC
is a specialty pharmaceutical company focused on the dermatology,
respiratory, and women's health markets.  Graceway is 85%-owned by
GTCR Golder Rauner LLC and 15%-owned by Graceway management.


GRACEWAY PHARMA: S&P Rates $530 Million Senior Secured Loan at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Bristol, Tennessee-based specialty pharmaceutical
company Graceway Pharmaceuticals Inc.

The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Graceway's $530 million senior secured first-lien
credit facility, consisting of a $30 million revolver and a $500
million term loan, both maturing in 2011.  The loan rating is 'B+'
with a recovery rating of '3', indicating the expectation for
meaningful recovery of principal in the event of a payment
default.

Loan and recovery ratings were also assigned to Graceway's
$210 million senior secured second-lien term loan.  The loan
rating is 'B-' with a recovery rating of '5', indicating the
expectation for negligible recovery of principal in the event of a
payment default.  Proceeds will be mainly used to fund the
company's roughly $860 million acquisition of the specialty
pharmaceutical operations of 3M Co.

"The 'B+' corporate credit rating reflects Graceway's limited size
and heavy reliance on one niche product and debt leverage," said
Standard & Poor's credit analyst Arthur Wong.

"These factors are partially offset by the company's expected
solid free cash flows and ability to rapidly improve credit
measures."

Graceway competes in the niche dermatology market.  The company is
in the midst of acquiring the Americas portion of 3M Co.'s
pharmaceutical business.  The main products to be acquired in the
transaction are Aldara and Maxair.  Aldara, a prescription cream
mainly used for the treatment of genital warts, accounts for 70%
of Graceway's sales base.  Maxair, a pirbuterol dispensed via
a breath-actuated inhaler, accounts for about 10% of the company's
sales.

Graceway is a newly formed specialty pharmaceutical company with a
very experienced management team.  The CEO, Jefferson Gregory, is
one of the co-founders and former CEO of King Pharmaceuticals
Inc., where he built a successful track record of product
acquisitions and growing sales through increased promotion and
lifecycle management.

Pro forma for the secured financing transaction, debt to EBITDA is
expected to be only 3.4x by the end of 2007, funds from operations
to debt in the mid-teens percentage area, and EBITDA interest
coverage at more than 3.0x--measures that are all solid for the
'B+' rating.  The company does generate some of the higher margins
in the industry, with EBITDA margins at 50% plus, and free cash
flows are expected to be strong.

However, the company is sponsor owned.  Thus, even absent a large
debt-financed transaction in the intermediate term, the
possibility of a sponsor dividend during the same period will
likely prevent any major rapid improvement in credit measures.


GREEKTOWN HOLDINGS: S&P Holds Ratings and Removes Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on Detroit-based casino operator
Greektown Holdings LLC.

The ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 16, 2006.

The outlook is negative.

The affirmation underscores Standard & Poor's expectation that
Greektown's owner, the Sault Ste. Marie Tribe of Chippewa Indians,
has both the commitment and wherewithal to support Greektown if
covenants imposed by its lending agreements and by the Michigan
Gaming Control Board are breached.  

In addition, the affirmation is based on the expectation of a
successful negotiation with lenders and/or the MGCB, if these
covenants are violated.

Greektown's development agreement with the city of Detroit
requires the company to expand the existing gaming facility.  As a
result, Greektown is in the process of adding 25,000 sq. ft. of
gaming space adjacent to its existing gaming operation, a
400-room hotel, and a 2,900-space attached parking garage.

Greektown expects to complete the garage by late 2007 and both the
gaming expansion and hotel by late 2008.

The MGCB, as a condition of its approval of Greektown's financing
structure for the permanent expansion, has imposed leverage and
fixed charge covenants during the next several years that
Greektown must meet or face prospects for a forced sale of the
company.

The recently reported delays in construction make it more likely
that these covenants will be breached, barring a meaningful
improvement to EBITDA relative to the level generated during the
12 months ended Sept. 30, 2006.  

Although the addition of an attached parking garage during the
first stage of construction is expected to have a positive impact
on operations, should covenants be breached, Standard & Poor's
expects the Tribe to have sufficient liquidity to assist Greektown
in meeting its near-term financial obligations, and obtaining a
waiver and amendment to its agreements.


HOT PIZZA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: The Hot Pizza Company Inc.
        aka The Southern Pizza Company Inc.
        aka Tpgn Caguas Sur Inc.
        PMB 75
        P.O. BOX 70158
        San Juan, PR 00936

Bankruptcy Case No.: 06-04850

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: November 30, 2006

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  Winston Vidal Law Office
                  P.O. BOX 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Thomas L. Bigby               Trade debt                $423,314
Phyllis Bigby
PMB 75 GPO Box 70158
San Juan, PR 00936

Glenn A. Tryon                Trade debt                $393,086
Ana P. Tryon
PMB 75 GPO Box 70158
San Juan, PR 00936

Banco Popular De PR           Bank loan                 $106,804
P.O. Box 362708
San Juan, PR 00936

Internal Revenue Services     Trade debt                $105,727
Mercantil Plaza Bldg. R-2
Ave. Ponce De Leon
San Juan, PR 00918-1693

Labrada Distributors, Inc.    Trade debt                 $64,134

Little Caesar's Enterprises,  Trade debt                 $62,230
Inc.

Banco Popular De PR           Bank loan                  $42,236

Scotiabank of Puerto Rico     Bank loan                  $28,450

Departamento Del Trabajo Y    Taxes                      $23,982
Recursos Humanos

Antonio Roig Sucesores, Inc.  Trade debt                 $21,663

Department of Treasury of PR  Taxes                      $18,598

Municipio de Carolina         Taxes                      $12,862

Corporacion Fondo Seguro      Trade debt                 $12,404
Estado

Matosantos Commercial Corp.   Trade debt                  $8,592

Pepsi Americas                Trade debt                  $8,074

Autoridad Energia Electrica   Trade debt                  $4,775

CRIM                          Trade debt                  $4,754

Air-Con, Inc.                 Trade debt                  $4,688

Municipio de Carolina         Taxes                       $3,739

Primus                        Trade debt                  $3,229


IMPART MEDIA: Posts $3.4 Million Net Loss in 2006 Third Quarter
---------------------------------------------------------------
Impart Media Group Inc. reported a $3.4 million net loss on
$1.6 million of revenues in the third quarter ended Sept. 30,
2006, compared with an $821,000 net loss on $1.4 million of
revenues for the same period in 2005.

The increase in net loss is primarily due to the $2.2 million
increase in general and administrative expenses, from $1.1 million
in the third quarter of 2005 to $3.3 million in the third quarter
of 2006.  This increase was primarily due to the significant
increase in compensation expenses, professional and consulting
fees, the impairments to intangible assets acquired in the
transaction with InTransit and other general and administrative
expenses resulting from the doubling of personnel now employed by
the company as a result of the acquisition of E&M.

Revenues increased during the three months ended Sept. 30, 2006,
as compared to the three months ended Sept. 30, 2005 due to
increased media services revenues of $659,000 derived as a result
of the acquisition of E&M in February 2006, and increased
subscription revenues of approximately $90,000 derived as a result
the acquisition of Media SideStreet Corp. in June 2005, offset by
a decrease of $462,000 in revenues from sales of digital signage
equipment.

At Sept. 30, 2006, the company's balance sheet showed
$14.8 million in total assets, $9.3 million in total liabilities,
and $5.5 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, showed strained
liquidity with $6.6 million in total current assets available to
pay $9.1 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?166e
  
                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Peterson Sullivan PLLC in Seattle, Washington, raised substantial
doubt about Impart Media Group, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's recurring losses from operations and substantial
accumulated deficit.

                        About Impart Media

Based in Seattle, Wash., Impart Media Group Inc. --
http://www.Impartmedia.com/-- sells dynamic digital media   
solutions consisting of monitors, media servers, and associated
technological hardware and software.  The company provides design,
integration, fabrication, assembly, quality assurance, creative
production, and installation services throughout the United
States.  As a result of the company's acquisition of E&M
Advertising Inc. and its affiliates in Feb. 2006, the company now
provides advertising capability to digital elements and other
media services.


INFORMATION ARCHITECTS: Posts $210,724 Net Loss in 2006 3rd Qtr.
----------------------------------------------------------------
Information Architects Corp. reported a $210,724 net loss on
$6,791 of revenues for the third quarter ended Sept. 30, 2006,
compared with a $191,533 net loss on $150,083 of revenues for the
third quarter ended Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.9 million
in total assets and $4.2 million in total liabilities, resulting
in a $2.4 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $25,875 in total current assets available
to pay $4.2 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1679

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Jaspers + Hall PC in Denver, Colorado, raised substantial doubt
about Information Architects Corporation's ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditor pointed to the company's recurring losses from
operations and stockholders' deficiencies.

                   About Information Architects

Headquartered in Ft. Lauderdale, Florida, Information Architects
Corporation (OTCBB: IACH) -- http://www.ia.com/-- provides  
employment screening and background investigations software
application.


IVOICE INC: Posts $75,618 Net Loss in 2006 Third Quarter
--------------------------------------------------------
iVoice Inc. reported a $75,618 net loss for the three months ended
Sept. 30, 2006, compared with the net loss of $182,518 for the
three months ended Sept. 30, 2005.

Sales for the three months ended Sept. 30, 2006, and 2005 were
$277,242 and $173, respectively.  The sales in 2006 primarily
represent initial product sales of the company's Acid-All product
that was introduced in March and is being promoted by its
subsidiary, Thomas Pharmaceuticals.  The balance of the sales in
2006 represents the sale of several patents to Lamson Holdings
LLC.

The company's balance sheet at Sept. 30, 2006, showed $12,225,386
in total assets, $9,042,175 in total liabilities and stockholders'
equity of $3,183,211.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1676

                        Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, in Gibbsboro, New Jersey,
raised substantial doubt about iVoice 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 substantial accumulated deficits.

                         About iVoice Inc.

iVoice Inc. (OTCB: IVOC) -- http://www.ivoice.com/-- designs,   
manufactures, and markets innovative speech-enabled applications
and computer telephony communications systems.


JP MORGAN: Fitch Affirms B- Rating on $4.3 Million Class M Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s pass-through certificates, series 2001-CIBC3,
as:

   -- $27.1 million class E to 'AA+' from 'AA-';
   -- $10.8 million class F to 'AA-' from 'A';
   -- $17.3 million class G to 'BBB+' from 'BBB';
   -- $6.5 million class H to 'BBB' from 'BB+';
   -- $6.5 million class J to 'BBB-' from 'BB';
   -- $7.6 million class K to 'BB' from 'BB-'; and,
   -- $4.3 million class L to 'B+' from 'B'.

In addition, Fitch affirms these classes:

   -- $106.7 million class A-2 at 'AAA';
   -- $457.3 million class A-3 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $36.9 million class B at 'AAA';
   -- $36.9 million class C at 'AAA';
   -- $9.8  million class D at 'AAA'; and,
   -- $4.3  million class M at 'B-'.

Class A-1 has been paid in full. Fitch does not rate the
$13 million class NR.

The upgrades reflect the increased credit enhancement levels due
to additional paydown and amortization as well as additional
defeasance.  An additional four loans have defeased since Fitch's
last rating action.

As of the November 2006 distribution date, the pool's aggregate
principal balance has been reduced 14.1% to $745 million from
$867.5 million at issuance.  Fourteen loans (17%) have defeased
since issuance.

There are three assets in special servicing.  The largest
specially serviced loan, a 301-unit multifamily in Kansas City,
MO, is suffering from a decline in performance due to major
deferred maintenance and a recent fire.  The special servicer is
currently negotiating with the borrower and preparing to take
title of the property in December.

Fitch reviewed credit assessments of the Franklin Park Mall loan
and the Kings Plaza pooled note.  The Fitch stressed debt service
coverage ratio for each loan is calculated using servicer-provided
net operating income less reserves divided by Fitch stressed debt
service payment.  Based on their improved performance, both loans
maintain investment grade credit assessments.

The Franklin Park Mall loan is secured by 512,397 square feet  of
a 1,072,383 sf regional mall located in Toledo, Ohio.  The Fitch
stressed DSCR for the loan remains strong at 2.25x for year-end  
2005 compared to 1.45x at issuance.  Occupancy as of September
2006 is 94% compared to 99% at issuance.

The Kings Plaza pooled note is secured by a 1,050,000 sf mall
located in Brooklyn, New York.  The Kings Plaza mortgage loan
consists of notes A1, A2, and B, with an aggregate original
balance of $222 million.   The A2 note, included in this
transaction, is pari passu with the A1 note, in the JPMCC 2001-KP
trust, which also contains the B note.  The Fitch stressed DSCR
for YE 2005 was 2.47x compared to 2.06x at issuance.  Occupancy as
of October 2006 is 98.5% compared to 99% at issuance.


KEYSTONE AUTO: To Refinance Debts with $325 Mil. Credit Facilities
------------------------------------------------------------------
Keystone Automotive Operations, Inc., intends to refinance its
existing revolving credit facility and term loan B with
$325 million in new senior secured credit facilities.

The purpose of the refinancing is to provide the company with
greater operational flexibility and liquidity to meet its growth
and operational goals.  The proposed New Credit Facilities is
anticipated to close on January 2007.

The Proposed New Credit Facilities will consist of a term loan B
in an aggregate funded amount of approximately $200 million and an
asset-based revolving credit facility with a commitment amount of
$125 million.

The term loan B and the asset-based revolving credit facility are
anticipated to mature five years from the date of execution of the
Proposed New Credit Facilities.

The interest rate under the asset-based revolving credit facility
are anticipated to be lower than the interest rate of the current
revolving credit facility, while the interest rate of the term
loan B are expected to be higher than the existing term loans.

The Proposed New Credit Facilities will be guaranteed by Keystone
Automotive Holdings, Inc. and all of its subsidiaries.  Keystone's
obligations under the asset-based revolving credit facility will
be secured by a first priority security interest in all receivable
and inventory and a second priority security interest in the stock
of the subsidiaries and all other assets of the borrower and
guarantors.  Keystone's obligations under the term loan B will be
guaranteed by first priority security interest in all machinery
and equipment, real estate, intangibles and stock of the
subsidiaries of the borrower and guarantors and a second priority
security interest in receivables and inventory.

Under the terms of the Proposed New Credit Facilities, Keystone
anticipates a springing financial covenant based on availability
under the asset-based revolving credit facility and no maintenance
financial covenants under the term loan B.  The Proposed New
Credit Facilities will contain customary negative and affirmative
covenants similar to the existing term loans, which are
anticipated to be less restrictive than the covenants in the
existing credit facility.  The Proposed New Credit Facilities will
also contain customary events of default, funding conditions,
representations and warranties and other customary provisions for
senior secured credit facilities.

Banc of America Securities LLC is arranging the Proposed New
Credit Facilities.

Headquartered in Exeter, Pa., Keystone Automotive Operations, Inc.
-- http://www.ekeystone.com-- distributes and markets specialty  
automotive accessories in North America, providing more than 800
product lines of automotive parts and accessories to approximately
16,000 wholesale customers. Keystone Automotive operates four
distribution centers and 19 non-inventory stocking cross-docks in
the U.S. and Canada, as well as a fleet of over 350 trucks that
can provide next-day delivery to over 42 states and Canada.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Moody's Investors Service affirmed the ratings for Keystone
Automotive Operations, Inc.'s Corporate Family, B2; senior secured
bank facilities, B2; and guaranteed senior subordinated notes,
Caa1.  The rating outlook is changed to negative.


LB-UBS: Fitch Assigns Low-B Ratings on $33.9 Million Certificates
-----------------------------------------------------------------
Fitch rates LB-UBS Commercial Mortgage Trust 2006-C7, commercial
mortgage pass-through certificates as:

   -- $40,000,000  class A-1 'AAA';
   -- $624,000,000 class A-2 'AAA';
   -- $54,000,000  class A-AB 'AAA';
   -- $968,137,000 class A-3 'AAA';
   -- $427,623,000 class A-1A 'AAA';
   -- $301,966,000 class A-M 'AAA';
   -- $294,417,000 class A-J 'AAA';
   -- $22,647,000  class B 'AA+';
   -- $30,197,000  class C 'AA';
   -- $30,197,000  class D 'AA-';
   -- $26,422,000  class E 'A+';
   -- $26,422,000  class F 'A';
   -- $856,119,600 class X-CP* 'AAA';
   -- $905,897,562 class X-CL* 'AAA';
   -- $2,113,760,977 class X-W* 'AAA';
   -- $26,422,000 class G 'A-';
   -- $30,196,000 class H 'BBB+';
   -- $26,422,000 class J 'BBB';
   -- $26,422,000 class K 'BBB-';
   -- $7,549,000  class L 'BB+';
   -- $3,775,000  class M 'BB';
   -- $11,324,000 class N 'BB-';
   -- $3,774,000  class P 'B+';
   -- $3,775,000  class Q 'B';
   -- $3,774,000  class S 'B-'; and,
   -- $30,197,539 class T 'NR'.
   
*Notional Amount and Interest Only.

Classes A-1, A-2, A-AB, A-3, A-1A, A-M, A-J, B, C, D, E, F and X-
CP are offered publicly, while classes X-CL, X-W, G, H, J, K, L,
M, N, P, Q, S and T 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 184 fixed-rate loans having an
aggregate principal balance of approximately $3,019,658,540 as of
the cutoff date.


LEAR CORP: IAC Pact Prompts Moody's to Revise Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service has raised Lear Corporation's rating
outlook to stable from negative and affirmed all other Lear
ratings.

The action comes after Lear's disclosure that it has entered into
an agreement to contribute the assets of its North American
Interior unit to International Automotive Components Group North
America, LLC.

While Lear will not receive any proceeds from the sale, indeed it
will initially have to contribute $25 million of cash into IAC
North America, the disposition will remove a business that has had
negative EBITDA.  The transaction will effectively increase Lear's
cash flow by curtailing those losses and amount to a de-leveraging
of the company.  

While automotive industry pressures in North America and Western
Europe will continue to affect its remaining seating and
electronics business units, Lear will be both better positioned
within the B2 Corporate Family Rating and be less vulnerable to
those pressures through the improved complexion of its cash flows.

Lear's North American interior business has had operating losses
for the last two years.  Combined with the earlier sale of its
European interior unit, the segment would account for roughly $3.3
billion in annual revenue, combined operating losses of
approximately $0.2 billion, and EBITDA of roughly $0.1 billion.

Prior to working capital requirements and at recent run-rates of
the business, Moody's would estimate the transaction could save
Lear some $0.2 billion in cash flow.  While Lear will have to
invest an initial $25 million into IAC North America, and may have
to add a further $40 million if defined EBITDA targets for 2007 in
IAC North America are not met, Lear has recently received $200
million from an equity investment from funds managed by
Mr. Carl Icahn to effectively these requirements.

Lear will receive a 25% interest in IAC North America in addition
to its 33% interest in International Automotive Components Group
LLC.  Lear expects to report a loss on the sale of the North
American assets of approximately $675 million.

Combined with the $29 million loss on the sale of the European
business, $1,013 million of goodwill impairment charges take in
2005 and a further fixed asset impairment in that year of
$82 million, Lear will have incurred a cumulative reduction in the
value of its investment in the interior segment of some
$1.8 billion over the last 15 months.

Adjusting 3rd quarter results pro forma for the transactions,
Moody's would estimate Lear's debt/EBITDA would improve to 3.9x
compared to 4.3x; EBIT/Interest would have been 1.9x compared to
1.4x; and positive free cash flow of around $0.1 billion would
have been generated compared to the $0.1 billion experienced.

The transaction will also lower Lear's book net worth and raise
its debt to book capitalization ratio.

The stable outlook considers the improved prospects for Lear's
free cash flow which will make it less vulnerable to potential
industry pressure in 2007 and beyond while the company continues
with ongoing exposure to build rates at General Motors, Ford and
DaimlerChrysler, and the current mix of vehicles it supports may
be adversely affected by recent trends in consumer vehicle
preferences, its credit metrics are better positioned within the
B2 Corporate Family rating and more likely to remain in an
acceptable range for the rating category.

The stable outlook also incorporates Lear's favorable liquidity
profile, recently lengthened debt maturities, and the benefits of
its new business awards which will, over time, facilitate improved
customer diversification.

All other ratings have been affirmed.

The last rating action was on Nov. 20, 2006 when ratings were
assigned to Lear's $900 million offering of unsecured notes.

Lear Corporation, headquartered in Southfield, Michigan, is
focused on providing complete seat systems, electrical
distribution systems and various electronic products to major
automotive manufacturers across the world.  The company had
revenue of $17 billion in 2005 and has more than
110,000 employees in 34 countries.


LEGACY COMMS: Sept. 30 Balance Sheet Upside-Down by $2.8 Million
----------------------------------------------------------------
Legacy Communications Corp. reported $888,776 of net income on
$411,728 of net revenues for the three months ended Sept. 30,
2006, compared with a $1 million net loss on $55,474 of net
revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $3 million
in total assets and $5.8 million in total liabilities, resulting
in a $2.8 million stockholders' deficit.

The company's Sept. 30 balance sheet also showed strained
liquidity with $237,200 in total current assets available to pay
$5.8 million in total current liabilities.

The company's financial condition continues to deteriorate because
of the defaults and delays experienced in the sale of radio
stations that are presently or were previously under contract.  As
of Sept. 30, 2006, the company had accumulated operating deficits
of $7,846,502, and a working capital deficit of $5,602,881.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?167c

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 16, 2006,
HJ & Associates, LLC, expressed substantial doubt about Legacy
Communications' ability to continue as a going concern after
auditing the Company's 2005 financial statements.  The auditing
firm pointed to the Company's working capital deficit and
stockholders' equity deficit at Dec. 31, 2005.

                 About Legacy Communications Corp.

Headquartered in St. George, Utah, Legacy Communications Corp.
develops, buys, operates, and sells radio stations and auxiliary
services.


LUXELL TECH: Delays Filing of 4th Qtr. & Annual Financial Reports
-----------------------------------------------------------------
Luxell Technologies Inc. has been delayed in filing its fourth
quarter and annual financial statements, as well as the annual
Management Discussion & Analysis for the year ended Aug. 31, 2006,
by the required filing date on Nov. 29, 2006.

The delay is due to the company's recent restructuring, a filing
of a proposal to creditors under the Bankruptcy and Insolvency
Act, creditor acceptance and court approval processes, as well as
a reorganization of the business, which remains on-going in an
effort to move the company to profitability.  The company's new
management is taking all possible measures to have the audit
completed.

Alec Couckuyt said the company "regrets the delay caused by the
process Luxell has gone through but we are actively working with
the auditors to resolve this delay and anticipate being able to
file the annual financial statements on or before Dec. 22, 2006.
While the extra work load encountered from our restructuring and
reorganization process has indeed been heavy, it is not affecting
our business plan going forward."

The company is in contact with both the TSX and Ontario securities
Commission to ensure it remains in complete compliance with any
and all regulatory requirements.

As reported in the Troubled Company Reporter on Oct. 24, 2006, the
creditors of Luxell Technologies Inc. unanimously voted to
accept the company's proposed restructuring plan.

                     About Luxell Technologies

Luxell Technologies Inc. (TSX: LUX) -- http://www.luxell.com/,
http://www.aktelux.com/and http://www.luxellresearch.com/--   
designs, manufactures and licenses flat panel display technologies
and solutions for defence and avionics industries through its
operating divisions Aktelux and Luxell Research.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2006, Mr.
MacDonald stated, "...the Company's Board of Directors has
determined the best option to realize a possible future for the
Company, its shareholders, employees, suppliers and customers, is
to file a proposal to creditors under the Bankruptcy and
Insolvency Act, which will take a minimum of 45 days to complete
and provide the Company with a complete stay on any creditor
proceedings."


MAC-GRAY CORP: S&P Affirms Ratings and Says Outlook is Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mac-Gray
Corp. to negative from stable.

At the same time, existing ratings on Mac-Gray, including its 'BB'
corporate credit rating, were affirmed.

Total debt outstanding at Sept. 30, 2006, was about $165 million.

"The outlook revision reflects weaker than expected credit
measures following the completion of several debt-financed
acquisitions during 2006, and follows an announcement by
outsourced laundry service provider Coinmach Service Corp. that it
had made a merger proposal to Mac-Gray," said Standard & Poor's
credit analyst Jean C. Stout.

Although Mac-Gray subsequently rejected CSC's proposal, Standard &
Poor's are concerned that as a result of this proposal, Mac-Gray's
financial policies may become more aggressive if pressure to
increase shareholder value were to occur.

The ratings on Waltham, Massachusetts-based Mac-Gray reflect its
moderately high leverage, relatively narrow business focus, and
its small sales and earnings base.  These factors are partly
offset by its position as a leading supplier of debit card and
coin-operated laundry equipment services in the highly fragmented
and regional U.S. laundry market, and its relatively stable and
predictable cash flow stream.

Mac-Gray is a leading supplier of outsourced laundry services for
multifamily housing properties in the U.S., with about
$275 million in revenues.  The market is highly fragmented as Mac-
Gray, Coinmach Corp., and Web Service Co. Inc. represent only
about one-third of the market.  Many smaller, regional, and local
operators represent another one-third of the market, with the
remaining one-third not outsourced but operated by property
owners and/or management companies.  The company operates 53,500
laundry rooms in 40 states and the District of Columbia.  

Mac-Gray's customer base is well diversified, with no customer
accounting for more than 1% of revenues.  In addition, barriers to
market entry are high, characterized by high capital expenditures
and the long-term renewable nature of lease contracts.  Mac-Gray
has a large installed base of equipment, and about 90% of its
equipment is under long-term leases, with high rates of retention
and an average remaining life to maturity on contracts of about
five years.  

Taken together with the relatively constant demand and recession-
resistant nature of its services, these factors are expected to
continue to provide the company with a relatively consistent,
stable revenue stream and somewhat predictable cash flows.  

Acquisitions of laundry facilities management assets have
strengthened the company's geographic footprint.  Moreover, the
trend by businesses toward outsourcing their non-core activities
is expected to continue to provide Mac-Gray with growth
opportunities.


MERIDIAN AUTOMOTIVE: Bankr. Court Confirms Plan of Reorganization
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed Meridian Automotive Systems, Inc.'s Plan of
Reorganization.  The Company's confirmed Plan will become
effective after certain conditions are satisfied including closing
and funding of a proposed $175 million exit financing facility.  
Meridian has already received a fully underwritten commitment
letter from Deutsche Bank and Deutsche Bank is currently in the
process of finalizing the syndication of the exit financing
facility.  Meridian expects that its confirmed Plan will become
effective by the end of December 2006.

"The Bankruptcy Court's confirmation of our Plan of Reorganization
is a significant accomplishment for our company," Richard E.
Newsted, Meridian's President and CEO, said.  "We are pleased to
have court approval of a Plan that deals fairly and equitably with
all of our creditors.  I would like to personally thank all of the
Meridian associates for their hard work and our valued customers,
suppliers and creditors for their unwavering support during our
reorganization.  We will emerge as a stronger company with
significantly less debt and increased liquidity, two very positive
factors which will contribute to our long-term success in the
automotive industry."

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at: http://ResearchArchives.com/t/s?1689

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.


METALDYNE COMPANY: Moody's Puts Low-B Ratings on Senior Facilities
------------------------------------------------------------------
Moody's Investors Service rates the proposed senior secured credit
facilities of Metaldyne Corporation's direct subsidiary, Metaldyne
Company LLC:

   -- senior secured revolving credit facility at Ba3;
   -- senior secured term loan facility at B2; and
   -- senior secured synthetic letter of credit facility, B2.

Moody's upgrades:

   -- Metaldyne's Corporate Family and Probability of Default
      Rating upgraded to B3 from Caa1;

   -- Metaldyne's senior notes upgraded to B3 from Caa2; and,

   -- senior subordinated notes upgraded to Caa2 from Caa3.

The senior secured facilities will be used to refinance the
company's existing senior secured debt in conjunction with the
company's acquisition by Asahi Tec Corporation.

These rating actions conclude the review, direction uncertain,
that was updated on Oct. 16, 2006.

The outlook is negative.

The rating reflects the lower leverage of the company afforded by
the total expected equity injection of $200MM from Asahi Tec,
Heartland Investors, and certain other affiliates.  

The purchase of Metaldyne by Asahi Tec is not expected to have an
immediate near-term impact on Metaldyne's operations.  Metaldyne
will be a restricted subsidiary of Asahi Tec and will continue to
function as a standalone company.  Metaldyne will not benefit from
any guarantees from Asahi Tec nor will Metaldyne be permitted to
make distributions to Asahi Tec.  

As such, the ratings reflect Metaldyne as a standalone company.
However, the new ownership should provide beneficial strategic
opportunities in the long-term for Metaldyne to improve sourcing,
increase access to Asian OEMs, and generate additional product
offerings.  

While the equity infusion from Asahi Tec will provide Metaldyne
with additional financial flexibility to address its operating
issues, the ratings and outlook reflect the challenging industry
conditions of lower Big-3 North American production, rising
commodity prices, and the company's continued high leverage which
constrain Metaldyne's credit metrics.  The automotive supplier
industry is expected to continue to experience pressures from
reported production volume decreases from US OEMs in the near
term.

These ratings were assigned:

   * Metaldyne Company LLC:

      -- B2,LGD3, 34% rating to the $420 million guaranteed
         senior secured term loan;

      -- B2, LGD3, 34% rating to the $60 million Synthetic L/C
         Facility;

      -- Ba3, LGD2, 11% rating to the $150 million guaranteed
         senior secured revolving credit facility);

These ratings were raised:

   * Metaldyne Corporation:

      -- Corporate Family Rating to B3 from Caa1;

      -- Probability of Default Rating to B3, from Caa1;

      -- $150 million of 10% guaranteed senior unsecured notes
         due Nov. 2013, to B3, LGD3, 49%, from Caa2, LGD4, 69%;
         and,

      -- $250 million of 11% guaranteed senior subordinated notes
         due June 2012, to Caa2, LGD5 87%, from Caa3, LGD6, 92%.

The ratings for the company's existing bank credit facilities,
which are being refinanced by the new facilities, are withdrawn.

For the last twelve months ending October 1, 2006, Debt/EBITDA
approximated 7.7x and EBIT/cash interest was 0.6x.  Free cash flow
for the LTM period ending 10/01/06 was approximately
$13 million.

The company's availability under its revolving credit and
securitization facilities at October 1, 2006 of approximately
$82 million was limited to $21.5, based on leverage covenants.
With the acquisition by Asahi Tec, the new equity proceeds and the
bank facility refinancing will facilitate a reduction in overall
leverage and improved interest coverage.  

Moreover, with expected availability under its new borrowing base
bank credit facility at closing, Metaldyne should have greater
flexibility to pursue an operational turnaround.

Pro forma for the transaction, Debt/EBITDA is expected to be
approximately 5.4x and EBIT/interest expense is expected to be
approximately 0.7x.

Future events which would be likely to result in a rating
downgrade include deterioration in operating performance that
erodes free cash flow generation or reduces the company's
liquidity position, or failure to achieve the expected debt
reduction from the net proceeds of an institutional offering Asahi
Tec.

Consideration for a lower outlook or rating could arise if any
combination of these factors would result in Debt/EBITDA
deteriorating above 7.0x or if EBIT/interest were not to recover
to levels approaching 1.0x.

Future events which would be likely to result in an improved
outlook include consistent positive free cash flow generation and
deleveraging from operations, debt reduction through additional
equity infusions, or increased diversification of the revenue base
or product offerings resulting in improved margins. Consideration
for a higher outlook or ratings could arise if any combination of
these factors would result in the Debt/EBITDA decreasing below
5.0x or EBIT/interest coverage improving to 1.5x.

Metaldyne Corporation, headquartered in Plymouth, Michigan, is a
manufacturer of highly engineered products for the global light
vehicle market.  Metaldyne designs, engineers and assembles metal-
formed and engineered products used in transmissions, engines and
chassis of vehicles.  The company's annual revenues currently
approximate $1.87 billion.


METALDYNE CORP: Asahi Deal Cues S&P to Hold Credit Rating at B
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Metaldyne Corp., including its 'B' corporate credit rating, and
removed them from CreditWatch with developing implications where
they had been placed on Aug. 21, 2006.

The outlook is negative.

At the same time, Standard & Poor's assigned 'BB-' bank loan
rating and a recovery rating of '1' to subsidiary Metaldyne
Company LLC's proposed $150 million senior secured revolving
credit facility, indicating expectations for recovery of 100% of
principal in the event of a payment default.  The 'B' bank loan
ratings and recovery ratings of '2' were also assigned to the
proposed $445 million term loan facility and the $60 million
synthetic L/C facility, indicating expectations for substantial  
recovery of principal in the event of a payment default.

In addition, recovery ratings of '5' were assigned Metaldyne
Corp.'s existing $250 million and $150 million senior notes.

Standard & Poor's will withdraw its ratings on Metaldyne's
existing bank facilities upon the closing of the proposed bank
facilities.

The rating actions reflect the pending purchase of Metaldyne by
unrated Asahi Tech Corp.  A cash equity infusion from Asahi Tech,
resulting in modestly lower debt along with completion of the
pending bank facilities, will sufficiently bolster Metaldyne's
financial profile to retain the current rating, although business
challenges remain intense.

Metaldyne will become a subsidiary of unrated Asahi Tech, but is
expected to operate independently, and there is no guarantee of
support from Asahi Tech for Metaldyne's debt.

Asahi Tech is a public company in Japan, and is controlled by
Ripplewood Partners.


MICHELEX CORP: Sept. 30 Balance Sheet Upside-Down by $4.7 Million
-----------------------------------------------------------------
Michelex Corp. reported a $508,103 net loss on $676,660 of net
sales for the third quarter ended Sept. 30, 2006, compared with a
$66,486 net loss on $829,717 of net sales for the same period in
2005.

Revenues decreased as a result of the company's inability to
secure sufficient financing to meet working capital requirements.
In 2005 Wells Fargo canceled the company's credit line and
demanded full payment of the term loan, totaling approximately
$3,900,000.

At Sept. 30, 2006, the company's balance sheet showed $4.6 million
in total assets and $9.3 million in total liabilities, resulting
in a $4.7 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.8 million in total current liabilities
available to pay $5.7 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1671

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Seligson & Giannattasio LLP expressed substantial doubt about
Michelex Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
significant recurring losses and dependence on its ability to meet
its future needs and the success of its future operations on the
realization of a major portion of its assets.

                        About Michelex Corp.

Michelex Corp. provides precision products manufactured with
state-of-the-art equipment.  Michelex Division manufactures,
imports and distributes Optical Media Packaging products.  It also
produces, imports, and distributes a complete line of plastic
injection molded multimedia packaging products.  Michele Audio
Division replicates services for the spoken words industry.  It
also owns a large catalogue of music which the company intends to
market.


MICROHELIX INC: Working Capital Deficit Tops $1.2 Mil. at Sept. 30
------------------------------------------------------------------
microHelix Inc. earned $34,086 of net income on $3.9 million of
net revenues for the three months ended Sept. 30, 2006, compared
with $9,730 of net income on $2.8 million of net revenues for the
same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $6.6 million
in total assets and $6.1 million in total liabilities.

The company's Sept. 30 balance sheet also showed strained
liquidity with $3.6 million in total current assets available to
pay $4.8 million in total current liabilities.

As of Sept. 30, 2006, the Company had a $2,000,000 line of credit
for working capital, secured by accounts receivable and inventory.  
As of Sept. 30, 2006, there was $1,390,874 outstanding on the line
of credit and the availability on the line of credit was $609,126.  
The line of credit expires on April 7, 2007.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?167e

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, raised
substantial doubt about microHelix 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 operating losses since inception, and accumulated
and working capital deficiencies.

                         About microHelix

microHelix Inc. (OTCBB: MHLX) -- http://www.microhelix.com/--   
designs and manufactures cable assemblies for original equipment
manufacturers. The company's products are used in medical
ultrasound probes, patient monitoring devices, aerospace
components and video surveillance assemblies.


MILLS CORP: Selects Four Nominees for Election to Board
-------------------------------------------------------
The Mills Corporation and Gazit-Globe Ltd. have agreed on a slate
of four nominees for election to The Mills' board at its Annual
Meeting of Stockholders to be held on Dec. 29, 2006.

The slate will include two new independent directors originally
proposed by Gazit, Jon N. Hagan and Keith M. Locker, each of whom
has extensive experience in the REIT industry.  Mark S. Ordan,
Chief Executive Officer and President of The Mills, will also be
nominated to the board.  S. Joseph Bruno, a current Mills director
and the chairman of The Mills' audit committee, will be re-
nominated as part of the agreed slate.

Gazit and The Mills also reported that Gazit will enter into a
confidentiality agreement with The Mills that includes a
standstill provision that will last through March 30, 2007,
subject to early termination upon the occurrence of certain
circumstances.  That confidentiality agreement will be filed with
the U.S. Securities and Exchange Commission.  Gazit has agreed to
discontinue its efforts to nominate and solicit proxies to elect
its own slate of directors to The Mills' board.

"The Mills is very pleased that we were able to reach this
agreement with Gazit and I look forward to joining Jon Hagan and
Keith Locker on The Mills' board," said Mark Ordan.  "The Mills'
board and management are committed to completing the strategic
alternatives process and finding the best solution to maximize
value for all of The Mills' stockholders."

The agreement to nominate the above slate of directors was part of
a settlement approved by the Delaware Chancery Court Tuesday.  The
Court also ordered The Mills to hold its annual meeting on
Dec. 29, 2006, and that the shares of stock represented at that
meeting, either in person or by proxy, shall constitute a quorum
for purposes of the meeting, notwithstanding the quorum
requirement of The Mills' bylaws.

                         About Gazit-Globe

Gazit-Globe is a real estate investment company listed on the Tel
Aviv Stock Exchange as part of the TA-25 Index.  Gazit-Globe,
directly and through subsidiaries and affiliates acquires,
develops and operates income-producing properties including
shopping centers, retirement homes and medical office buildings in
growth urban areas in North America, Europe and Israel.  With
total assets (in market value) of over $8 billion, Gazit-Globe has
interests in 474 properties.  This includes 22 properties
currently under development that consist of approximately 46
million square feet of gross leasable area.

                         About The Mills

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns,    
manages retail destinations including regional shopping malls,
market dominant retail and entertainment centers, and
international retail and leisure destinations.  The Company owns
42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various
projects in development, redevelopment or under construction
around the world.

                           *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.  The SEC
initiated an informal inquiry in January after the Company
reported the restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of the compensation expense related to its Long-Term
Incentive Plan.

As reported in the Troubled Company Reporter on April 17, 2006,
The Mills Limited Partnership entered into an Amendment No. 3 and
Waiver to its Second Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of Dec. 17, 2004, among Mills
Limited, JPMorgan Chase Bank, N.A., as lender and administrative
agent, and the other lenders.

The agreement provides a conditional waiver through Dec. 31, 2006,
of events of default under the facility that are associated, among
other things, with: the pending restatement of the financial
statements of Mills Corporation and Mills Limited, and the delay
in the filing of the 2005 Form 10-K of Mills Corp. and Mills
Limited.


MORGAN STANLEY: Fitch Lifts Rating on $8 Million Class K Certs.
---------------------------------------------------------------
Fitch upgrades Morgan Stanley Capital I Inc.'s commercial mortgage
pass-through certificates, series 1999-CAM1, as:

-- $14.1 million class G to 'AA+' from 'AA';
-- $14.1 million class H to 'A+' from 'A';
-- $6 million class J to 'BBB+' from 'BBB-'; and,
-- $8.1 million class K to 'BBB-' from 'BB'.

In addition, Fitch affirms these classes:

-- $165.3 million class A-4 at 'AAA';
-- Interest only class X at 'AAA';
-- $26.2 million class B at 'AAA';
-- $26.2 million class C at 'AAA';
-- $12.1 million class D at 'AAA';
-- $20.2 million class E at 'AAA';
-- $8.1 million class F at 'AAA';
-- $6 million class L at 'BB-';
-- $6 million class M at 'B-'; and,
-- $3.5 million class N remains at 'CC/DR4'.

Classes A-1, A-2 and A-3 have paid in full.

The upgrades are due to increased credit enhancement as a result
of additional paydown since Fitch's last rating action.  

As of the November 2006 distribution date, the transaction's
aggregate principal balance has been reduced 60% to
$315.9 million from $806.5 million at issuance.  The pool remains
geographically diverse with the largest concentration of
properties in California.  Three loans have been identified as
Fitch loans of concern.

One asset is currently in special servicing and real-estate owned.  
The asset is an industrial/warehouse facility located in
Lewisville, Texas.  The property remains 100% vacant with no
prospective tenants at this time.  The special servicer continues
to market the property for sale.  Losses on this asset will be
absorbed by class N.


NORAMPAC INC: Domtar Sells 50% Stake to Cascades for CDN$560 Mil.
-----------------------------------------------------------------
Cascades Inc. will buy Domtar Inc.'s 50% interest in Norampac Inc.
for CDN$560 million or $491 million in cash, Frederic Tomesco
writes for Bloomberg.

According to the source, the purchase deal, which will close by
Dec. 31, 2006, covers CDN$360 million in debt and CDN$200 million
in equity, including subscription receipts that are convertible to
common stock.  

Bloomberg relates that Norampac's partner, Domtar, will use the
proceeds to reduce debt as part of its merger with Weyerhaeuser
Co.'s paper unit.

As reported in the Troubled Company Reporter on Aug. 24, 2006,
Domtar Inc. signed a definitive agreement to combine with
Weyerhaeuser's fine paper business and related assets in a $1.35
billion transaction.  The new company, to be called Domtar, will
have its head office in Montreal, Quebec, while the headquarters
of operations will be in Fort Mill, South Carolina.  The
transaction has been approved by the Boards of Directors of both
companies.

Shares of both companies, Bloomberg says, were cut short prior to
the announcement.  Cascades last traded at CDN$13.33 with a gain
of 13 cents on the Toronto Stock Exchange, while Domtar traded at
CDN$8.22, or 7 cents higher, Bloomberg adds.

                          About Cascades

Founded in 1964, Cascades Inc. -- http://www.cascades.com/--   
produces, transforms and markets packaging products, tissue paper
and fine papers, composed mainly of recycled fibres.  Cascades
employs nearly 15,600 men and women who work in some 140 modern
and flexible production units located in North America, in Europe
and in Asia.  Cascades' management philosophy, its more than 40
years of experience in recycling, its continued efforts in
research and development are strengths which enable the company to
create new products for its clients and thus offer superior
performance to its shareholders.  The Cascades shares trade on the
Toronto stock exchange under the ticker symbol CAS.

                           About Domtar

Headquartered in Montreal, Quebec, Domtar Inc. (TSX/NYSE: DTC) --
http://www.domtar.com/-- produces uncoated freesheet paper in    
North America.  The Company also a manufactures business papers,
commercial printing and publication papers, and technical and
specialty papers.  Domtar manages according to internationally
recognized standards 18 million acres of forestland in Canada and
the United States, and produces lumber and other wood products.  
Domtar has 10,000 employees across North America.  The company
also has a 50% investment interest in Norampac Inc., a Canadian
producer of containerboard.

                          About Norampac

Norampac owns eight containerboard mills and 26 corrugated
products plants in the United States, Canada and France.  With
annual production capacity of more than 1.45 million short tons,
Norampac is the largest containerboard producer in Canada and the
seventh largest in North America.  Norampac, which is also a major
Canadian manufacturer of corrugated products, is a joint venture
company owned by Domtar Inc. (TSX: DTC) and Cascades Inc. (TSX:
CAS).

                           *     *     *

Norampac's 6-3/4% Senior Notes due 2013 carry Moody's Investors
Service's B1 rating and Standard & Poor's BB+ rating.


NORAMPAC INC: Cascades' Planned Buyout Cues DBRS to Review Rating
-----------------------------------------------------------------
Dominion Bond Rating Service placed the rating of the Senior Notes
of Norampac Inc. at BB.  Under Review with Positive Implications,
following the announcement that the Company will be acquired by
Cascades Inc.

The rating status reflects the fact that Cascades Inc. has not
stated that it will guarantee Norampac debt; DBRS awaits more
information regarding Cascades intentions.  DBRS is of the opinion
that Norampac is a vital operating unit of Cascades; in the event
that the Company obtains full support from Cascades, Norampac will
assume the DBRS rating of Cascades.


NORTHWEST AIRLINES: Owl Creek Wants Equity Committee Appointed
--------------------------------------------------------------
Owl Creek Asset Management L.P.; Owl Creek I LP; Owl Creek II
LP; and Owl Creek Advisors LLC have asked Diana G. Adams, the
Acting U.S. Trustee for Region 2, to appoint an official
committee of equity security holders in Northwest Airlines
Corp. and its debtor-affiliates' bankruptcy cases.

In a letter dated November 21, 2006, David S. Rosner, the Owl
Creek Companies' representative, said there is a growing and
substantial likelihood that equity holders will receive a
meaningful distribution in Northwest Airlines' cases.

The Owl Creek Companies described possible scenarios whereby
Northwest Airlines' common stock could be worth between $19.75
and $33.50 per share.

The Owl Creek Companies beneficially own in the aggregate
4,400,000 shares or 5% of Northwest Airlines' common stock.  The
Owl Creek Companies purchased the Shares on November 15 and 16,
2006, at prices ranging from $1.34 to $1.95 per share.

"The Debtors have achieved cost savings with several labor groups
and certain aircraft financiers as well as from industry-wide
trends that are benefiting all airlines.  These industry-wide
trends include a substantial decline in the cost of oil,
potential consolidation of the industry through mergers, lower
capacity, and an increased ability to maintain pricing," Mr.
Rosner said.

Based on Wall Street analyst reports, Mr. Rosner noted that the
trading markets value Northwest's legacy carrier peers --
American, Continental, United, and US Airways -- at 5-1/2 to 6
times Earnings Before Interest, Taxes, Depreciation,
Amortization.  Carriers like Northwest with a higher likelihood
of being a merger candidate trade for more than 6x EBITDAR and
carriers with a lower likelihood of being a merger candidate
trade closer to 5.5x EBITDAR, Mr. Rosner pointed out.

Based on similar 2007 fuel price assumptions to those underlying
the comparable company valuations, the Owl Creek Companies
forecast Northwest's 2007 EBITDAR to be $2,700,000,000.  Given a
valuation of 6.0x 2007 EBITDAR, Northwest should have a total
enterprise value of more than $16,200,000,000 at the time of its
expected emergence from bankruptcy protection in September 2007,
Mr. Rosner suggested.

With a cash build up of more than $1,000,000,000 during the
remaining pendency of the bankruptcy cases, this would result in
an equity value of $19.75 per share after covering all claims
with interest and the preferred stock, Mr. Rosner said.

Mr. Rosner also added that US Airways' hostile offer for Delta
Airlines -- aside from signaling directly the consolidation trend
in the legacy carrier market from which Northwest's value
undoubtedly will increase -- demonstrates the inherent value,
recoverable by Northwest's equity holders, that a merger of
Northwest with a strategic partner will create.

"US Airways announced that it expects the combination to generate
$1,650,000,000 of annual synergies, which is 6.2% of the combined
Delta/US Airways passenger sales. Assuming comparable
proportional synergies to a Northwest merger with Continental
(Continental Airlines is the most logical partner, but this
analysis would be equally applicable to another carrier), then
the synergies generated by a combination of Continental Airlines
with Northwest would be approximately $1,250,000,000 annually,"
Mr. Rosner said.

Valuing the company at a post-merger multiple of 5.25x EBITDAR
including one half of the synergies accruing to Northwest -- the
other half to the merger partner -- results in an implied stock
price of $33.50 per share, Mr. Rosner noted.

The Owl Creek Companies asserted that appointment of a
representative equity committee is both appropriate and
necessary.

Mr. Rosner assured the U.S. Trustee costs associated with a
Northwest Equity Committee would be negligible when compared to
the value at issue in the Chapter 11 cases and the value of the
shareholder interests the Northwest Equity Committee will
protect.

In a regulatory filing with the Securities and Exchange
Commission, Jeffrey A. Altman, managing member of Owl Creek,
explained that the Owl Creek Companies originally acquired the
Shares for investment in the ordinary course of business because
they believed that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity.

Mr. Altman noted that acquisition of beneficial ownership of, in
the aggregate, in excess of 4,450,000 shares of Northwest
Airlines Common Stock requires compliance with certain notice
provisions pursuant to an order from the U.S. Bankruptcy Court for
the Southern District of New York.

Mr. Altman said the Owl Creek Companies may, in the future, seek
to acquire beneficial ownership of more than 4,450,000 shares of
Common Stock, and, if so, will comply with the Notice Order in
all respects.

The Owl Creek Companies may, from time to time, enter into and
dispose of cash-settled equity swap or other similar derivative
transactions with one or more counterparties that are based on
the value of the Northwest Airlines Common Stock, which
transactions may be significant in amount.

Northwest's outstanding shares total 87,300,393 as of Sept. 30,
2006.

Owl Creek Advisors is the general partner of Owl Creek I and Owl
Creek II, and has the power to direct their affairs, including
decisions regarding the receipt of dividends from, and the
disposition of the proceeds from the sale of, the shares.

Owl Creek Asset Management is the investment manager of Owl Creek
Overseas Fund Ltd. and Owl Creek Socially Responsible Investment
Fund, Ltd.

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 Disallows and Expunges 145 Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
disallows and expunges 145 claims in their entirety.

A schedule of the Expunged Claims is available at no charge at
http://ResearchArchives.com/t/s?163e

Northwest Airlines Corp. and its debtor-affiliates' objection to
four claims are withdrawn, without prejudice to their right to
object to the allowance of the claims at a later time:

     Claimant           Claim No.
     --------           ---------
     Bennett, Steven      5857
     Cikanek, James      11365
     Johnson, Larry       4923
     Kelly, Michael       2726

Judge Gropper declares that all surviving claims will remain on
the Debtors' claims registry, and that the claims are neither
allowed nor disallowed at this time, subject to any objection in
the future to their allowance.

Judge Gropper preserves the Debtors' rights to (i) object to the
allowance of the surviving claims, and (ii) assert any claims,
counterclaims, rights of set-off or recoupment, preference
actions, fraudulent transfer actions, or any other claims against
the claimants.

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: Stay Doesn't Apply to RI Commission's Action
----------------------------------------------------------------
The Hon. Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York denies Northwest Airlines Corp. and
its debtor-affiliates' request and rules that the automatic stay
does not apply to the Action filed by the Rhode Island Commission
for Human Rights.  

The Court order is without prejudice to the Debtors' right to
raise an argument at a later stage in the Commission's
proceedings.

As reported in the Troubled Company Reporter on Nov. 8, 2006, the
Debtors asked the Court to enforce the automatic stay against the
Rhode Island Commission for Human Rights, and Patricia A. Wilson.

According to Mark C. Ellenberg, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, the Commission and Ms. Wilson violated the
automatic stay extant in the Debtors' Chapter 11 cases by
proceeding with an action on Ms. Wilson's behalf to recover
monetary damages for alleged disability discrimination in
connection with Ms. Wilson's 2003 termination from Northwest
Airlines.  Ms. Wilson filed a complaint in December 2003.

In March 2004, Northwest filed with the Commission a request to
dismiss the Rhode Island Action on grounds that the Commission
lacked subject matter jurisdiction to decide the matter because
it is preempted by the Railway Labor Act, or alternatively, for
dismissal on the merits, Mr. Ellenberg relates.  The Commission
issued a complaint against the Debtors in December 2005.

In June 2006, the Commission issued a decision denying
Northwest's request to dismiss the Rhode Island Action.  The
Commission has scheduled a hearing on the merits of Ms. Wilson's
claim to be held in Rhode Island on May 8, 2007.

Though the Debtors have attempted on numerous occasions to advise
them that the Debtors are entitled to the protections of the
automatic stay, Mr. Ellenberg says, Ms. Wilson and the Commission
have asserted that the automatic stay does not apply to them.

Mr. Ellenberg asserts that contrary to the Commission's position,
the Rhode Island Action does not fit within the narrow police
power exception to the automatic stay set forth in Section
363(d)(4) of the Bankruptcy Code.

In applying the limited exception to permit a government unit to
exercise its police power outside of the Bankruptcy Court, courts
examine whether the action primarily advances the government's
pecuniary interest and whether the action has an overriding
public purpose, Mr. Ellenberg notes.

Mr. Ellenberg points out that Section 362 of the Bankruptcy Code
prohibits the commencement or continuation of judicial
proceedings that could have been commenced prepetition.  He also
notes that employee discrimination complaints similar to the
Rhode Island Action have been stayed in the Debtors' Chapter 11
cases.

Because its primary purpose is apparently to recover money
damages for alleged prepetition conduct by the Debtors, and
because the complaint seeks to adjudicate private rights, the
Rhode Island Action is in violation of the automatic stay and is
therefore void and without effect, Mr. Ellenberg contends.

                       RI Commission Objects

The Rhode Island Commission for Human Rights contends that
Section 362(b)(4) of the Bankruptcy Code provides an exception to
the automatic stay under which it is proceeding.

Francis A. Gaschen, Esq., in Providence, Rhode Island, asserts
that the automatic stay does not apply to exercises of the
Commission's police powers.

The Commission states that if the Court finds that the automatic
stay did encompass the exercise of its police powers, the stay
should be lifted to allow it to conclude its investigation.

According to Mr. Gaschen, the primary purpose of the Commission's
investigation into the allegations of the charge is not to
recover money damages for complainant Patricia A. Wilson, but to
determine if there is probable cause to believe the allegations
of the charge of discrimination.

If no probable cause is found, the matter will be dismissed in
its entirety, Mr. Gaschen points out.  He also assures the Court
that allowing the Commission to proceed would not interfere with
the Debtors' bankruptcy proceeding.

The Commission maintains that judicial economy would be best
served by lifting the stay, and that it is ready to continue its
investigation and only waits for the submission of a few
documents requested from the Debtors' corporate counsel.  Once
those documents are received, Mr. Gaschen says, scant time is
required for the investigator to conclude her work and for a
determination to issue.

"No harm would be created to the Debtor should the investigation
be allowed to continue.  Clearly, there could be harm to the
public should the charge not be investigated," Mr. Gaschen
concludes.

                     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)


ORCHARD SUPPLY: Moody's Rates $200 Million Secured Loan at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Orchard Supply
Hardware Corporation's $200 million senior secured term loan
maturing 2014, and assigned the B1 corporate family rating.

The rating outlook is stable.

Orchard Supply Hardware's B1 corporate family rating combines a
business model with critical components that are low high yield
such as its small size and its geographic concentration in
California and some that are investment grade, with credit metrics
that are also decidedly high yield.

It also considers Orchard's ownership structure with Sears,
Roebuck and Co. as an 80.1% owner and financial sponsor Ares
Management owning the other 19.9%, and the potential for future
shareholder enhancements, its solid position within its home
California market, its breadth of product and ability to sell
Craftsman as well as other national brands, the competitive
landscape with both Home Depot and Lowe's very active in this
market, leverage that is moderate for the rating category, and the
absence of any tangible support from its 80%+ owner Sears,
Roebuck.

Orchard remains successful as a smaller scale alternative to the
home improvement superstores, focusing more on repair and
maintenance projects than on the more complex home improvement
"solutions" market.  With its network of stores in California, it
has carved out a profitable niche between the local "mom and pop"
operator and the big box home improvement centers.  

While Orchard offers a more limited range of SKU's than the big
boxes, it goes deeper within its chosen categories which results
in higher margins than either Home Depot or Lowe's, and provides a
compelling shopping alternative.

The B1, LGD5, 73% rating of the senior secured bank term loan
reflects its weaker collateral package, which includes first liens
on trademarks and potentially beneficial leases, and a second lien
on accounts receivable and inventory behind the first lien
securing the unrated $130 billion asset-based bank revolving
credit facility.

Proceeds from this term loan will be used to repay a $200 million
bridge loan from OSH's parent, Sears, Roebuck & Co, which emanated
from the sale of 19.9% of OSH to Ares Management.

The stable outlook reflects the company's consistent operating
performance, and the expectation that it will continue to manage
itself conservatively during what is initially a modest new store
growth program.  Upward rating pressure would emanate from free
cash flow/debt exceeding 10%, while downward pressure would result
if operating performance or liquidity were to weaken, or if free
cash flow/debt were to fall below 3%.

Orchard Supply Hardware Corporation, which is owned 80.1% by
Sears, Roebuck and Co. and 19.9% by Ares Management, currently
operates 86 home and garden stores in California.


O'SULLIVAN INDUSTRIES: Hires Gary Ramey as Senior Marketing Exec.
-----------------------------------------------------------------
O'Sullivan Industries appointed Gary W. Ramey as its Senior VP of
Marketing, bringing over 20 years of marketing and category
management expertise to the business.

Mr. Ramey has been with Gold Toe Hosiery, where he held a
SVP position and was key to an effective building of the brand and
company turn-around.  Previously, Ramey worked at Carters
Childrenswear and Sara Lee Corporation in executive marketing
positions.  He has extensive experience growing brands, developing
products and delivery programs to increase sales to big box retail
and superstores, including Wal-Mart, Kmart, Target, and others.

"Gary is a well-respected and accomplished marketing executive who
brings a proven track record of success in managing and growing a
business.  His consumer marketing background, understanding of
retail, and his proven skills with strategy development will be a
big asset as we move forward with aggressive business plans.  We
are excited to have him be part of the team charged with
delivering on our plans," said Rick
Walters, CEO for O'Sullivan.

"O'Sullivan provides an exciting opportunity for me to be part of
building a great company," added Mr. Ramey.  "The O'Sullivan name
carries a solid base of brand recognition that we are going to
build upon.  This is a business with a long history of being an
industry leader.  We will continue that by focusing on the brand,
the products and our customers."

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PNC COMMERCIAL: Fitch Lifts Rating on $7 Mil. Class K Certs. to BB
------------------------------------------------------------------
Fitch Ratings upgrades six classes of PNC Commercial Mortgage
Acceptance Corp.'s commercial mortgage pass-through certificates,
series 2000-C1, as:

   -- $26 million class E to 'AAA' from 'AA+';
   -- $12 million class F to 'AA' from 'AA-';
   -- $12 million class G to 'A' from 'A-';
   -- $18 million class H to 'BBB' from 'BBB-'.
   -- $8 million  class J to 'BBB-' from 'BB+'; and,
   -- $7 million  class K to 'BB' from 'BB-'.

In addition, Fitch affirms these classes:

   -- $409.5 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $34 million class B at 'AAA';
   -- $34 million class C at 'AAA';
   -- $10 million class D at 'AAA';
   -- $8 million  class L at 'B'; and,
   -- $7 million  class M at 'B-';

The $1.9 million class N remains at 'C/DR5'.

The class A-1 certificates have paid in full.  The balance of the
class O certificates has been reduced to zero due to realized
losses.

The rating upgrades are due to defeasance and paydown since
Fitch's last ratings action.  Twenty eight loans have defeased
since issuance, including three of the top ten loans.  

As of the November 2006 distribution date, the pool has paid down
26.6% to $587.6 million from $801 million at issuance.

There are currently two assets, both of which are real estate
owned, in special servicing.  Losses are expected on the two REO
assets, however any losses would be fully absorbed by class N.

Fitch remains concerned about the fourth largest loan in the pool,
which is collateralized by a full-service hotel located in
Henrietta, New York.  The second quarter 2006 servicer-provided
debt service coverage ratio based on net operating income is 0.54x
compared to 0.03x at year end 2005, 0.74x at YE 2004 and 1.71x at
issuance.

Occupancy at YE 2005 declined to 40.4% compared to 57.8% at YE
2004 and 70.5% at issuance.  The decline in occupancy and NOI from
issuance was attributed to the downsizing of large employers in
Rochester.  The property changed flags from a Holiday Inn to a
Doubletree Inn & Suites in the fourth quarter of 2005 and is in
the process of being completely renovated.  The increase in second
quarter 2006 NOI from YE 2005 has been attributed to higher daily
rates associated with the Doubletree flag.  It remains unclear as
to when the property is expected to stabilize. Fitch will continue
to monitor the performance of this loan closely.

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.


QUEBECOR WORLD: QWUSA Offers to Buy QWCC's $125 Mil. Senior Notes
-----------------------------------------------------------------
Quebecor World (USA) Inc., a wholly owned subsidiary of Quebecor
World Inc., commenced cash tender offers to purchase:

   (i) any and all of Quebecor World Capital Corporation's
       outstanding $91 million in aggregate principal amount of
       8.54% Senior Notes, Series C, due Sept. 15, 2015 and
       Quebecor World Capital's $30 million in aggregate principal
       amount of 8.69% Senior Notes, Series D, due Sept. 15, 2020
       and

  (ii) an aggregate principal amount of Quebecor World Capital's
       outstanding 8.42% Senior Notes, Series A, due July 15, 2010
       (the Series A Notes) and 8.52% Senior Notes, Series B, due
       July 15, 2012 equal to the balance of $125,000,000 less the
       total aggregate principal amount of Series C Notes and
       Series D Notes accepted for purchase.

The Series C Notes, the Series D Notes, the Series A Notes and the
Series B Notes are referred to collectively as the "Notes."

Quebecor World (USA) will accept for purchase Series A Notes and
Series B Notes under the tender offer on a pro rata basis after
having first accepted for payment all Series C Notes and Series D
Notes validly tendered pursuant to the tender offer.

The tender offers are being made upon and are subject to the terms
and conditions set forth in the Offer to Purchase dated Nov. 30,
2006 and the related Letter of Transmittal.  The total
consideration to be paid for each validly tendered and accepted
Series C Note and Series D Note will be a fixed price of $1,000
per $1,000 principal amount.  The total consideration to be paid
for each validly tendered and accepted Series A Note and Series B
Note will be a fixed price of $1,000 per $1,000 principal amount.

In addition, holders of the Notes will receive accrued and unpaid
interest up to, but not including, the settlement date, in respect
of Notes accepted for purchase.

The total consideration, which will be paid for Notes validly
tendered prior to or at 5:00 p.m., New York City time, on Dec. 13,
2006, includes an early tender premium in the amount of $20 per
$1,000 principal amount of Notes.  Notes validly tendered after
5:00 p.m., New York City time, on Dec. 13, 2006, and prior to
11:59 p.m., New York City time, on Dec. 28, 2006, will not be
eligible to receive the early tender premium.

Tendered Notes may be withdrawn until 5:00 p.m., New York City
time, on Dec. 13, 2006, but not thereafter, except in the limited
circumstances set forth in the Offer to Purchase.

The tender offers will expire at 11:59 p.m., New York City time,
on Dec. 28, 2006, unless extended or earlier terminated as
described in the Offer to Purchase. The settlement date is
expected to be the business day immediately following the
expiration date of the offers, which, assuming that the offers are
not extended, will be Dec. 29, 2006 or as soon as possible
thereafter.

The tender offer documents are being distributed to holders.  The
Dealer Manager for the offers is Citigroup Global Markets Inc.  
Questions regarding the tender offers may be directed to Citigroup
Global Markets at (800) 558-3745 (toll free) or at (212) 723-6106
(collect).  Global Bondholder Services Corporation is the
Information Agent and the Depositary for the tender offers.  
Requests for documents and questions regarding procedures for
tendering Notes should be directed to Global Bondholder Services
Corporation at (866) 470-4300 (toll free) or at (212) 430-3774
(collect).

Quebecor World Inc. -- http://www.quebecorworld.com/-- provides
print solutions to publishers, retailers, catalogers and other
businesses with marketing and advertising activities.  Quebecor
World has approximately 29,000 employees working in more than 120
printing and related facilities in the United States, Canada,
Argentina, Austria, Belgium, Brazil, Chile, Colombia, Finland,
France, India, Mexico, Peru, Spain, Sweden, Switzerland and the
United Kingdom.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2006,
Moody's Investors Service downgraded the Corporate Family Rating
of Quebecor World (USA) Inc. to B1 from Ba3, and moved this
benchmark rating to the parent company, Quebecor World Inc.
Related ratings were impacted.  The outlook for all ratings is
negative.


QUINTEK TECH: Sept. 30 Balance Sheet Upside-Down by $1 Million
--------------------------------------------------------------
Quintek Technologies Inc. incurred an $892,587 net loss on
$411,728 of net revenues for the three months ended Sept. 30,
2006, compared with a $549,046 net loss on $693,359 of net
revenues for the same period in 2005.  The Company said that the
increased net loss resulted from increased operating expenses and
decreased revenues.

At Sept. 30, 2006, the company's balance sheet showed $1.8 million
in total assets and $2.8 million in total liabilities, resulting
in a $1 million stockholders' deficit.

The company's Sept. 30 balance sheet also showed strained
liquidity with $342,665 in total current assets available to pay
$2.6 million in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?167b

                   Securities Purchase Agreement

The company entered into a Securities Purchase Agreement with
Cornell Capital Partners L.P., an accredited investor, on May 17,
2006, and amended on September 15, 2006, for the sale of
$2,000,000 in secured convertible debentures and warrants in order
to obtain funding for our ongoing operations.  The investors are
obligated to provide us with an aggregate of $2,000,000 as
follows:


   -- $750,000 was disbursed on May 17, 2006;
   -- $150,000 was disbursed on Sept. 15, 2006;
   -- $600,000 was disbursed on Oct. 23, 2006; and
   -- $500,000 will be disbursed upon the effectiveness of the
      registration statement registering the shares of common
      stock underlying the secured convertible debentures and
      warrants.

Accordingly, the company has received a total of $1,500,000
pursuant to the Agreement.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Kabani & Company Inc. in Los Angeles, Calif., raised substantial
doubt about Quintek Technologies, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the years ended June 30, 2006, and 2005.  The
auditor pointed to the Company's significant operating losses and
insufficient capital.

                    About Quintek Technologies

Lyons Circle, Calif.-based Quintek Technologies Inc. provides out-
sourcing/in-sourcing services, consulting services, and solution
sales.


RAPID PAYROLL: Court Approves Kibel Green as Financial Consultants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Rapid Payroll, Inc., permission to employ Kibel Green, Inc.
as its financial consultants.

Kibel Green is expected to:

   a) formulate financial, management and operating plans;

   b) assist and prepare reports to be filed by the Debtor with
      the U.S. Trustee's office;

   c) assist financial and accounting staff;

   d) advise and consult with management and operating personnel
      with respect to operations and management of its business
      and business plans;

   e) direct or assist operating personnel with the specific
      activities required to implement and complete any operating
      changes;

   f) analyze and advise in areas which affect cash flow,
      marketing, communications and acquisition/divestiture;

   g) evaluate the Debtor's organization structure and areas to
      reduce costs;

   h) design and monitor systems and controls to help management
      control daily operations, relationships with creditors,
      including financial institutions;

   i) assist the Debtor in the formulation of a plan of
      reorganization and disclosure statement; and

   j) otherwise, assist in matters as will aid in accomplishing
      the foregoing.

Bruce C. Conklin, Jr., senior managing director of KGI, disclosed
that he will bill $495 per hour.  He further discloses that Kibel
Green's other professionals bill:

              Professional              Hourly Rate
              ------------              -----------
              Steven Green                 $550
              Kerry Krisher                $375
              Other Consultants         $125 - $495

Out-of-pocket expenses for travel, reproduction, printing,
graphics, messenger services, overnight mail, shipping, and other
third party charges will be shouldered by the Debtor.

Mr. Conklin assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  The firm of Robinson,
Diamant & Wolkowitz, APC serves as the Debtor's counsel.  On
June 28, 2006, the Court authorized the Debtor to hire the firm of
Irell & Manella LLP as its special litigation counsel through and
including August 31, 2006.  When the Debtor filed for protection
from its creditors, it estimated assets between $1 million and
$10 million and estimated debts between $10 million and
$50 million.


REFCO INC: Submits Modified First Amended Chapter 11 Plan
---------------------------------------------------------
Refco Inc. and its debtor-affiliates; Marc S. Kirschner, the
Chapter 11 Trustee for Refco Capital Markets, Ltd.; and the
Official Committee of Unsecured Creditors and the Additional
Committee delivered to the U.S. Bankruptcy Court for the Southern
District of New York a modified First Amended Chapter 11 Plan on
Dec. 4, 2006.

The Plan Proponents tell Judge Robert D. Drain that all references
to the Plan administrator in the Modified Plan will refer
exclusively to the administration of estates of the Debtors and
Refco F/X Associates, LLC.  The RCM Trustee, who will wind down
the RCM Estate in accordance with the terms and conditions under
RCM's settlement agreement with its securities customers and
unsecured creditors, will administer the RCM estate separately.

With respect to classification and treatment of claims and
interests of the Debtors excluding FXA, the Modified Plan provides
that any allowed Class 3 Secured Lender Claims, to the extent not
paid before the Plan's effective date, will be paid in full, in
cash.  No holder of a Class 7 Subordinated Claim against the
Contributing Debtors will be entitled to any property or interest-
in-property.  In addition, no holder of a Class 8 Old Equity
Interest will be entitled to any property, provided that the Old
Equity Interest Holders have been given rights to participate in
litigation and private actions trusts.

               Litigation & Private Actions Trusts

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that a litigation trustee will serve as
representative of the Debtors' estates with respect to the
Contributed Claims.  To the extent that any Contributed Claims
cannot be transferred to the Litigation Trust because of a
restriction on transferability under applicable non-bankruptcy law
that is not superseded or preempted by Section 1123 or any other
provision of the Bankruptcy Code, those Claims will be deemed to
have been retained by the Reorganized Debtors and RCM, as
applicable, to enforce and pursue the Contributed Claims on the
Estates' behalf.  However, he notes, all net proceeds of the
Contributed Claims will be transferred to effective beneficiaries
consistent with the remaining Plan provisions and a Litigation
Trust Agreement.

Mr. Milmoe states that the Litigation Trust will be structured in
a manner that provides for Tranche A and Tranche B.  All
contributed claims recoveries, whether applicable to Tranche A or
Tranche B, will be distributed pro rata according to the
beneficial interests in Tranche A and Tranche B.

Mr. Milmoe adds that beneficiaries of Tranche B Litigation Trust
Interests will be the holders of Old Equity Interests who have
made a Private Actions Trust Election.  Those beneficiaries will
share the Tranche B Litigation Trust Interests Pro Rate based on a
number of shares held by interest holders or those previously held
to the extent that the holder has asserted a claim related to
those shares.

No holder of Tranche A and Tranche B Litigation Trust Interests
will have any consultation or approval rights whatsoever in
respect of management and operation of the Litigation Trust.

Furthermore, Mr. Milmoe discloses that beneficiaries of the
Private Actions Trust will be holders of Contributing Debtors
General Unsecured Claims, FXA General Unsecured Claims, RCM
Securities Customer Claims, RCM FX/Unsecured Claims, and those Old
Equity Interests that make the Private Actions Trust Election, who
will be given interests in the Private Actions Trust to the same
extent as in the Litigation Trust.

To the extent that any Non-Estate Refco Claims cannot be
transferred to the Private Actions Trust because of a restriction
on transferability under applicable non-bankruptcy law that is not
superseded or preempted by Section 1123, the Non-Estate Refco
Claims will be deemed to have been retained by a grantor, as
applicable, and the Private Actions Trustee will be deemed to have
been designated as a representative of that grantor to enforce and
pursue those Claims, Mr. Milmoe says.  All net proceeds of the
Non-Estate Refco Claims will be transferred to the Private Actions
Trust Beneficiaries consistent with the other provisions of the
Plan and the Private Actions Trust Agreement.

In consideration of the litigation expenses and potential delay
avoided by the withdrawal of Plan confirmation objections asserted
by the Ad Hoc Committee of Equity Interest Holders of Refco, the
Beneficiaries of Tranche A Litigation Trust Interests will be
deemed to have transferred to each Old Equity Interest Holder who
has made a Private Actions Trust Election a Pro Rata share of the
Tranche B Litigation Trust Interests.

Moreover, the Plan Proponents clarify that all BAWAG Contingent
Proceeds, if any, will be treated as part of the Contributing
Debtors Distributive Assets and will be shared between RCM and
Holders of Contributing Debtors General Unsecured Claims pursuant
to the Modified Plan.

             Distribution Provisions & Plan Releases

The Modified Plan provides that any Contributing Debtors General
Unsecured Claim Holders with an independent claim against any
Contributing Debtor based on a contractual guarantee or other
direct contractual undertaking may also recover once from the
Contributing Debtors on that claim based on full underlying claim
amount owed by that Contributing Debtor, as of the Petition Date,
for which the guarantee or other direct contractual undertaking
was provided.

To obtain full benefits of the Court-approved RCM Settlement
Agreement, including final allowance of Secured Lender
Indemnification Claims at zero for purposes of the Chapter 11
cases, all Secured Lender Released Claims, unless previously made
effective under the Early Payment Order, are deemed fully and
forever released on the Plan Effective Date.

A blacklined copy of Refco's Modified First Amended Plan is
available at no charge at:

     http://bankrupt.com/misc/refcoincmodifiedchap11plan.pdf

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: Wants Court to Allow 1,218 Claims as Related Claims
--------------------------------------------------------------
Pursuant to Refco, Inc.'s First Amended Joint Chapter 11 Plan, a
creditor is generally entitled to recover on its claim from a
primary obligor, J. Gregory St. Clair, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in New York, relates.  Other claims
asserted by a creditor arising from the same facts, transactions
or occurrences giving rise to that creditor's claim against its
primary debtor obligor are deemed "Related Claims" and are
subordinated under the Plan.

Mr. St. Clair states that claimholders are not entitled to a
distribution on account of claims unless and until the time as
all allowed general unsecured claims against the applicable
Debtor or RCM, as the case may be, have been paid in full.

After reviewing their books and records, Refco and its affiliates
and Refco Capital Markets, Ltd., identified 1,218 of 14,100
proofs of claim that fall within the Plan definition of Related
Claims.

Accordingly, the Chapter 11 Debtors ask the U.S. Bankruptcy Court
for the Southern District of New York pursuant to Sections 105(a)
and 1142(b) of the Bankruptcy Code to consider the 1,218 claims as
Related Claims to ensure that ballots are properly tabulated and
distributions are properly calculated in accordance with the Plan.

A list of the Related Claims is available at no charge at:

             http://ResearchArchives.com/t/s?1646

Although the Related Claims fall within voting classes under the
Plan, those claims must be voted in connection with their
underlying claim asserted against a claimant's primary debtor
obligor, Mr. St. Clair asserts.

Specifically, the ballots for Class 5(a) Contributing Debtors
General Unsecured Claims, Class 5(a) FXA General Unsecured
Claims, Class 3 RCM FX/Unsecured 7 Claims and Class 4 Securities
Customer Claims provide that a vote for or against the Plan
applies to the claim in those classes -- and also to any
corresponding Related Claims.

Therefore, Mr. St. Clair notes, a creditor's Primary Claim and
corresponding Related Claims are all deemed to be voted in the
same way based on the ballot cast with respect to the Primary
Claim.  Any ballots cast on account of the Related Claims will be
disregarded for voting tabulation purposes, he maintains.

The Chapter 11 Debtors seek that any order entered by the Court
with respect to the Motion be deemed a separate order with
respect to each Related Claim as contemplated by Rule 9014 of the
Federal Rules of Bankruptcy Procedure.

The Chapter 11 Debtors reserve the right to designate additional
Related Claims and to file objections to those claims or any
other claims that may be asserted against them on any grounds.

                          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: GAIN Capital Wins FXA's Customer List for $750,000
-------------------------------------------------------------
Refco Inc. and its debtor-affiliates conducted on Nov. 9, 2006, a
solicitation conference in connection with their request for (i)
appointment of a consumer privacy ombudsman and (ii) approval of
FXA's proposed Sale of its Customer Lists to Saxo Bank, subject to
higher and better offers.

At the conclusion of the Solicitation Conference, the Debtors
selected the bid of GAIN Capital Group, LLC, as the highest or
otherwise best bid for the assets.

Accordingly, the U.S. Bankruptcy Court for the Southern District
of New York approves the terms and conditions of FXA's Purchase
Agreement with GAIN pursuant to Section 363(b), other than with
respect to matters previously addressed by an order appointing an
ombudsman.

GAIN will pay FXA a $750,000 upfront fee for the Customer List
plus a $100 activation fee per account, payable on every account
over 4,000 opened before the second anniversary of the Closing
Date.

GAIN will pay FXA an Annual Maintenance Fee of 1% of the average
account balance of each Customer, payable on both the first and
second anniversaries of the Closing Date.

The sale closed on November 16, 2006.

Any objections that have not been withdrawn, waived, or settled,
or not otherwise resolved are overruled on the merits with
prejudice.

Judge Drain directs FXA to consummate the Sale transaction with
GAIN.  The Debtors will not transfer or sell to GAIN -- and the
"Purchased Assets" will not include -- any securities, customer
property, other similar instruments, futures, or cash held by
Refco Capital Markets, Ltd., or Refco Securities LLC, wherever
located.  Nothing will constitute a determination as to any
party's rights in those securities, customer property, if any, or
cash.

Furthermore, Judge Drain requires Forex Capital Markets, LLC,
under its Facilities Management Agreement with Refco Group Ltd.,
LLC, to cooperate with the Sale consummation.  In addition, FXCM
will not solicit the Debtors' customers in violation of the FMA.
The Order incorporates by reference the FMA provisions governing
the Debtors' rights to their customers and prohibition against
FXCM's solicitation of the Debtors' customers.

All entities, including FXCM, who are presently holding some or
all of the Purchased Assets in which FXA holds an interest are
directed to surrender possession of the Purchased Assets either
to FXA before the closing date of the Sale, or to GAIN on the
Closing Date.

FXA will not make any disbursements of funds, except for the use
of Sale proceeds to pay its allowed administrative expenses
incurred in the ordinary course of its business.

Any and all valid and perfected liens on or interests in the
Purchased Assets will attach to any proceeds of those immediately
upon receipt of the proceeds by priority, and with the same
validity, force, and effect which they now have against the
Purchased Assets, subject to any rights, claims and defenses the
Debtors' estates or the Debtors may possess.

FXA will deposit all amounts payable to it under the Purchase
Agreement into a segregated investment account, which may contain
the proceeds of one or more Court-approved sales, but no other
cash of the Debtors' estates, and the proceeds will be invested
in accordance with investment guidelines.

Moreover, Judge Drain permits Saxo Bank to receive a break-up fee
and expense reimbursement under and subject to its October 25,
2006 Asset Purchase Agreement with FXA.  If payable, the fee and
reimbursement will be allowed as an administrative expense under
Sections 503(b) and 507(a)(2) against FXA's estate.

GAIN will adopt and honor its privacy policy effective as of
November 15, 2006.

                        GAIN's Statement

Gain Capital entered into a definitive Purchase Agreement with
Refco F/X Associates LLC to purchase the RFXA retail customer
account information and marketing list.  The Purchase Agreement
was approved as submitted by the Honorable Robert D. Drain, United
States Bankruptcy Court for the Southern District of New York, at
a hearing on November 14, 2006.

"Under the terms of the proposed bankruptcy plan for Refco Inc.,
and its subsidiaries, the proceeds of the sale of the RFXA
Customer List will enhance distributions to be made to creditors
of RFXA," Said Refco's Chief Restructuring Officer David Pauker.
"We are pleased to have finalized the sale to GAIN Capital,"
continued Mr. Pauker.

"In addition to operating within a solid regulatory framework,
GAIN offers RFXA clients a reliable, full service trading solution
and a commitment to the highest professional standards," said
GAIN's Chief Executive Officer Mark Galant.  GAIN Capital Group
and FOREX.com are registered with the National Futures Association
as a Futures Commission Merchant.

RFXA clients will be given the option to open an account at either
GAIN Capital or at GAIN's retail division, FOREX.com.

On June 30, 2006, RFXA and GAIN announced they had reached a
preliminary agreement whereby GAIN would acquire the RFXA retail
customer account information and related assets, subject to Court
approval.  On July 26th, 2006, the two parties announced that the
proposed Agreement had been jointly terminated because the parties
were unable to reach terms on a final asset purchase agreement.  
On October 30, 2006, RFXA announced it had entered into an
Agreement with Saxobank to purchase the customer list for
$500,000, subject to higher and better offers.  GAIN and Saxobank
participated in an auction on November 9, 2006, with GAIN
ultimately submitting the highest and best offer for the RFXA
customer list.

                    About Gain Capital Group

GAIN Capital Group LLC is a leading provider of foreign exchange
services, including direct-access trading and asset management.

Founded in 1999 by Wall Street veterans, GAIN Capital Group is one
of the largest, most respected firms in the online forex industry,
servicing clients from more than 140 countries and supporting
trade volume in excess of $100 billion per month.  Headquartered
in Bedminster, New Jersey, the company operates sales offices in
New York and Shanghai.  The company operates two full service web
portals.  FOREX.com services individual investors of all
experience levels with a full-service trading platform, lower
account minimums and extensive education and training.  The
company's flagship service, GAIN Capital focuses on the needs of
professional forex traders, including hedge funds and money
managers.

GAIN Capital Group and FOREX.com are registered with the National
Futures Association as a Futures Commission Merchant.

                          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: Wants Abadi's Multi-Debtor Claims Disallowed
-------------------------------------------------------
Refco Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to disallow 27 proofs of
claim totaling $1,114,798,142 filed by Abadi & Co. Securities,
Ltd., that appear to assert the same aggregate liabilities of 12
other claims filed by Abadi against Refco Capital Markets, Ltd.

The Debtors want the Remaining Claims allowed for $41,288,820.

J. Gregory St. Clair, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, relates that the Remaining Claims are the
claims that represent cash and securities in the investment
accounts of Abadi and other account holders with RCM.

Abadi has admitted that the Multi-Debtor Claims were filed as
protective claims to preserve its rights to recover the amounts
owed by the Debtors in the event that any RCM property is
wrongfully transferred to the Debtors, Mr. St. Clair notes.

In the event the Multi-Debtor Claims are not disallowed, the
Debtors ask Judge Drain to estimate those claims at $0 to
facilitate timely distributions under their First Amended Joint
Chapter 11 Plan.

A complete list of the Multi-Debtor Claims and the Remaining
Claims is available at no charge at:

              http://ResearchArchives.com/t/s?1647

                          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).


SATELITES MEXICANOS: Appoints Raul Cisneros Matusita as New CEO
---------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V. has appointed Raul Cisneros
Matusita to serve as its new chief executive officer, effective
Nov. 30, 2006.  Mr. Cisneros's appointment was made on the same
day the company officially concluded its U.S. bankruptcy case.

Mr. Cisneros brings to the company over 22 years of experience,
specializing in turnaround strategies, asset sales and
restructurings.  Recently, he has been an operative partner of
Advent International Corp., supervising investments in mortgage
lending institutions, leasing operations and turnaround of
distressed assets.  He was also deputy director general of
Compania Mexicana de Aviacion through January of 2006, entrusted
with the successful sale of Mexico's leading airline to Grupo
Posadas, and for three years, director of Asset Administration and
Financial Planning.  For five years, he was the chief executive
officer of Consultoria Internacional, a foreign exchange trader
and from 1996 to 1999, he was appointed by Banco de Mexico to
turnaround or sell troubled corporations.

Mr. Cisneros succeeds Sergio Miguel Angel Autrey Maza, who was
designated by the company's Board as interim chief executive
officer in February 2005.  Mr. Autrey will continue serving as a
member of Reorganized Satmex's Board of Directors.

                           About SATMEX

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to Section 304
of the Bankruptcy Code that commenced a case ancillary to the
Concurso Proceeding and a motion for injunctive relief that sought
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).

On Nov. 30, 2006 Satmex concluded its reorganization efforts and
emerged from its U.S. bankruptcy case.


SEA CONTAINERS: Wants Collinson Grant as Human Resource Advisor
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to employ Collinson
Grant Ltd. as their human resource consultant, nunc pro tunc to
Oct. 15, 2006.

Edwin S. Hetherington, vice president, general counsel, and
secretary of Sea Containers Ltd., tells the Court that Collinson
Grant served as the Debtors' human resource consultants since
February 2006 and has thus developed a great deal of
institutional knowledge, an intimate understanding of the
Debtors' business, employees and employment policies and
benefits.

Specifically, Collinson Grant will:

   (a) act as temporary interim head of human resources;

   (b) coordinate and manage the pensions' administration;

   (c) maintain all major human resource systems, policies and
       procedures during the organizational change; and

   (d) provide specialist support on the management of employee
       claims to the U.K. employment tribunal arising from the
       restructuring.

Collinson Grant's services will be paid based on its current
hourly rates, plus taxes applicable in the U.K.:

      Professional                  Hourly Rate
      ------------                  -----------
      Directors                        $340
      Senior Consultants               $317
      Consultants                      $258

The Debtors will also reimburse the firm for necessary out-of-
pocket expenses.

Andrew Collinson, managing director of Collinson Grant, discloses
that the Debtors paid the firm $1,225,770 in fees and $263,000 in
expenses on account of human resource consultancy services
rendered within a year prior to the Debtors' filing for
bankruptcy.

Mr. Collinson assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code and does not have an interest materially adverse
to the interest of the Debtors or their estates.

                       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: Panel Wants Bingham McCutchen as FIMEM Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Sea
Containers Ltd. and its debtor-affiliates' chapter 11 cases and
its Financial Members Sub-Committee ask the Honorable Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware to
employ Bingham McCutchen LLP as the FIMEM Sub-Committee's counsel
effective Oct. 26, 2006.

The Creditors Committee has created two separate sub-committees to
manage potentially differing interests between two groups of
creditors:

   (a) the Financial Members Sub-committee, consisting of The
       Bank of New York, Dune Capital Management LP, HSH Nordbank
       AG, Mariner Investment Group Inc., and Trilogy Capital
       LLC; and

   (b) the U.K. Pensions Sub-committee, consisting of the Sea
       Containers U.K. 1983 Pension Scheme, and the Sea
       Containers U.K. 1990 Pension Scheme.

Andrew B. Cohen, managing director of Dune Capital LLC, relates
that that the Creditors' Committee selected Bingham McCutchen
because of its extensive bankruptcy experience and knowledge.
Particularly, Bingham McCutchen served as counsel to the Chapter
11 creditors' committees of Allied Holdings, Inc., Loewen Group
International, NRG Energy, and Complete Retreats, LLC.

In addition, Bingham McCutchen represented an ad hoc committee of
senior notes issued by Sea Containers Ltd.:

     * 10-3/4% Senior Notes due 2006;
     * 7-7/8% Senior Notes due 2008;
     * 12-1/2% Senior Notes due 2009; and
     * 10-1/2% Senior Notes due 2012

Mr. Cohen tells Judge Carey that in the course of the firm's
representation, Bingham McCutchen has reviewed, analyzed the
Debtors' financial situation and operations.  Hence, the firm is
already very familiar with the Debtors' financial and operational
situations, material constituencies, and issues requiring
resolution to reorganize.

As the FIMEM Sub-Committee's counsel, Bingham McCutchen will:

   (a) provide legal advice with respect to the rights, powers,
       and duties of the FIMEM Sub-committee or the Creditors'
       Committee in the Debtors' bankruptcy cases;

   (b) represent the FIMEM Sub-committee or the Creditors'
       Committee at all hearings and other proceedings;

   (c) advise and assist the FIMEM Sub-committee or the
       Creditors' Committee in discussions with the Debtors and
       other parties-in-interest, as well as professionals
       retained by any party regarding the overall administration
       of the Debtors' cases;

   (d) assist the FIMEM Sub-committee or the Creditors' Committee
       in analyzing claims of the Debtors' creditors and in
       negotiating with the creditors;

   (e) assist the FIMEM Sub-committee or the Creditors'
       Committee's investigation of the assets, liabilities, and
       financial condition of the Debtors and of the operation of
       the Debtors' businesses;

   (f) assist the FIMEM Sub-committee or the Creditors' Committee
       in its analysis of, and negotiations with, the Debtors or
       any third party concerning matters related to, among other
       things, formulating the terms of a plan of reorganization
       for the Debtors;

   (g) assist and advise the FIMEM Sub-committee or the
       Creditors' Committee with respect to their communications
       with the general creditor body regarding matters in the
       Debtors' cases;

   (h) review and analyze on behalf of the FIMEM Sub-committee or
       the Creditors' Committee all pleadings, orders, statement
       of operations, schedules and other legal documents;

   (i) prepare on behalf of the FIMEM Sub-committee or the
       Creditors' Committee all pleadings, orders, reports and
       other legal documents as may be necessary in furtherance
       of the FIMEM Sub-committee or the Committee's interests
       and objective; and

   (j) perform other legal services for the FIMEM Sub-committee
       or the Creditors' Committee that may be necessary and
       proper to facilitate the discharge by the FIMEM Sub-
       committee or Committee of its duties in the Debtors'
       bankruptcy cases and any related proceedings.

Bingham McCutchen will be paid on an hourly basis, plus
reimbursement of actual and necessary expenses incurred.  The
principal attorneys and paralegal designated to represent the
Debtors and their current hourly rates are:

   Professional                Designation      Hourly Rate
   ------------                -----------      -----------
   Barry G. Russell, Esq.      Partner             GBP525
   Ronald L. Silverman, Esq.   Partner               $675
   Tom Bannister, Esq.         Partner             GBP430
   Abigail Milburn, Esq.       Counsel             GBP255
   Scott K. Seamon, Esq.       Associate             $395
   Stacy A. Lopex, Esq.        Associate           GBP210
   Flora Ahn, Esq.             Associate             $255

Bingham McCutchen received an advanced payment retainer for
GBP75,000 on June 7, 2006, in respect of its representation of
the Ad Hoc Committee.  The firm proposes to apply the remaining
balance of GBP934 to fees and expenses of the FIMEM
Sub-Committee.

Ronald L. Silverman, Esq., a partner of Bingham McCutchen,
assures the Court that her firm is a "disinterested person" as
that term is defined under Section 101(14) of the Bankruptcy
Code.  Bingham McCutchen does not hold or represent any interest
adverse to the Debtors' estates with respect to the matters it is
to be engaged, Mr. Silverman says.

                       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)


SHIP FINANCE: Good Performance Cues S&P to Lift Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Bermuda-based Ship Finance International Ltd., a
ship-owning company tied to Frontline Ltd., to 'BB' from 'BB-'.

The outlook is stable.

At the same time, Standard & Poor's raised its senior unsecured
debt rating on Ship Finance's $580 million bonds to 'B+' from 'B'.

"The rating action reflects Ship Finance's better-than-expected
operating and financial performance over the past three years, the
recent change to a Frontline-independent management team, and
expectations of continued stable and predictable cash flows
through the company's largely long-term contract-based revenue
structure," said Standard & Poor's credit analyst Per Karlsson.

Total debt was $1.74 billion at Sept. 30, 2006.

Ship Finance benefits from relatively predictable cash flows,
which are secured through long-term contracts.

The stable outlook also reflects the continual favorable near-term
outlook for the oil tanker segment.  In addition, the
$274 million charter service reserve provides significant
protection against downside risk.  The potential for a 20% share
in Frontline's profits above certain rate thresholds could
strengthen financial measures in good tanker market years.
Standard & Poor's nevertheless believes that Ship Finance will
maintain its high leverage, as excess cash flows are likely to be
paid out as dividends or invested in additional vessels.
     
Standard & Poor's expect that future vessel additions will be
funded largely by debt and that vessels acquired will be backed by
medium- to long-term charter agreements with creditworthy shipping
operators, which is key to the ratings.

As the company expands its vessel fleet, an adequate liquidity
buffer is expected to be generated and held on the balance sheet
to protect against weak market conditions and the counterparty
credit risk assumed.

"Further rating upside potential is limited, while downside
pressure could come from lower fleet contract coverage than
expected, higher leverage, or prolonged weak market conditions,"
Mr. Karlsson added.


SOUTHPARK COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Southpark Community Hospital LLC
        314 Youngsville Highway
        Lafayette, LA 70508

Bankruptcy Case No.: 06-51053

Type of Business: The Debtor provides personalized, quality,
                  professional, and comprehensive health care
                  services.  See http://www.southparkhospital.com/

Chapter 11 Petition Date: November 30, 2006

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: Brandon A. Brown, Esq.
                  Louis M. Phillips, Esq.
                  Gordon, Arata, McCollam,
                  Duplantis, & Eagan, L.L.P.
                  1600 One American Place
                  Baton Rouge, LA 70825
                  Tel: (225) 381-9643
                  Fax: (225) 336-9763

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Siemens Financial Services                         $2,551,158
   2809 Collections Services
   Chicago, IL 60693

   Depuy Spine Sales, L.P.                              $432,023
   5905 Collections Center Drive
   Chicago, IL 60693

   Young's Professional Services                        $172,750
   204 Rue Street Barts
   Youngsville, LA 70592

   FMC DS West Lafayette                                $137,035

   Johnson & Johnson Health Care                        $113,060

   Owens & Minor                                        $104,000

   Conmed Linvatec                                      $103,033

   Specialty Surgical Instruments                       $100,779

   Datex-Ohmeda                                          $99,877

   Southern Cameron Memorial Hospital                    $95,813

   Brasfield & Gorrie                                    $80,729

   Platinum Healthcare Staffing                          $75,448

   American Medical Association                          $54,861

   Beckman Coulter, Inc.                                 $51,251

   Siemens Medical Solutions                             $51,036

   Medline Industries, Inc.                              $47,036

   Medquest                                              $44,333

   Adams & Reese                                         $42,866

   Stryker Instruments                                   $38,177

   Acadlana Medical                                      $37,463


SPEEDEMISSIONS INC: Earns $101,542 in 2006 Third Quarter
--------------------------------------------------------
Speedemissions Inc. reported net income of $101,542 for the
quarter ended Sept. 30, 2006, versus a net loss of $602,218 for
the same quarter in 2005.

Revenue increased by $400,031 or 19.2% to $2,484,492 in the three
months ended Sept. 30, 2006 compared to $2,084,061 in the period
in 2005.  The increase was primarily due to a $522,502 increase in
revenue from operating eight stores acquired in Utah for a full
three months during the quarter ended Sept. 30, 2006 compared with
operating the same stores for only one month during the quarter
ended Sept. 30, 2005.

The company's balance sheet at Sept. 30, 2006 showed total assets
of $10 million, total liabilities of $725,468 and total
stockholders' equity of $9 million.

A full text-copy of the company's quarterly report on form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?1683

                        Going Concern Doubt

Tauber & Balser, P. C., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statement for
the year ending Dec. 31, 2005.  The auditor pointed to the
Company's recurring losses from operations, operating cash flow
deficiencies and limited capital resources.

                       About Speedemissions

Speedemissions, Inc. -- http://www.speedemissions.com/-- operates  
34 vehicle emissions testing stations and four mobile units in
three separate markets, greater Atlanta, Georgia Houston, Texas
and greater Salt Lake City, Utah.  It has a new store under
construction in both the Atlanta and Houston markets.


STIEFEL LABORATORIES: S&P Rates $735 Million Senior Loans at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Coral Gables, Florida-based specialty
pharmaceuticals manufacturer Stiefel Laboratories Inc.

The rating outlook is positive.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Stiefel's $735 million senior secured first-lien credit
facility, consisting of a $75 million revolver maturing in 2012
and a $660 million term loan maturing in 2013. The loan is rated
'B+' with a recovery rating of '2', indicating the expectation for
substantial recovery of principal in the event of a payment
default.

In addition, Stiefel's $150 million senior secured second-lien
term loan was rated 'B-' with a recovery rating of '5', indicating
the expectation for negligible recovery of principal in the event
of a payment default.

Proceeds mainly will be used to fund the company's $640 million
acquisition of specialty pharmaceutical company Connetics Corp.

"Stiefel Laboratories holds a well-established position in the
niche market for dermatological treatments and has a diverse
product portfolio," noted Standard & Poor's credit analyst Arthur
Wong.

"However, the speculative-grade ratings overwhelmingly reflect the
significant debt leverage incurred from the secured financing
transaction."

Following the completion of the acquisition, privately held
Stiefel will be the fourth-largest player in the dermatology
market, with more than $730 million in annual sales.  The company
will have a diverse product portfolio, with its top three
products--Duac, Soriatane, and Olux--collectively accounting for
only 34% of total sales.  This percentage is relatively low when
compared with other pharmaceutical companies rated in the 'B'
category, which tend to be more reliant on fewer products.
     
Pro forma for the acquisition, Stiefel's debt to EBITDA will jump
to 5.1x, funds from operations to debt will be less than 10%, and
EBITDA interest coverage will be 2.3x--measures that are weak for
the rating.  However, the company should be able to generate
excess cash flows and improve its credit measures rapidly over the
next two years.


TELTRONICS INC: Equity Deficit Narrows to $2.3 Million at Sept. 30
------------------------------------------------------------------
Teltronics, Inc.'s balance sheet at Sept. 30, 2006 showed total
assets of $17.5 million and total liabilities of $19.8 million
resulting in a total shareholders' deficit of $2.3 million.  The
company's Shareholders' deficiency at Dec. 31, 2005 stood at
$2.5 million.

For the third quarter ended Sept. 30, 2006, the company reported
net income of $495,000, compare with net income of $3.4 million
for the same quarter in 2005.

The decline in net income was brought about by a $3.9 million
decrease in other income.  Other income for the same quarter in
2005 included a gain on extinguishment of debt.

Net sales for the quarter ended Sept. 30, 2006 was $12.2 million,
versus net sales of $10.7 million for the comparable quarter in
2005.

As of Sept. 30, 2006, the Company has cash and cash equivalents of
$1.1 million as compared to $1.2 million as of Dec. 31, 2005.

                 Defaults on Senior Securities

As of Sept. 30, 2006, the company is in arrears on dividend
payments on its Series B Preferred Stock in the amounts of
$192,000, which includes interest.

The company also disclosed that it is subject to certain financial
covenants under its revolving credit, term loan and security
agreement, which stipulates that the company maintain a debt
coverage ratio of 2.5 to 1.  The company's debt coverage ratio at
the end of July 2006 was slightly above the required ratio but was
below the required ratio in August and September 2006.

A full text-copy of the company's quarterly report on form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?1681

Headquartered in Sarasota, Florida, Teltronics, Inc. (OTCBB: TELT)
-- http://www.teltronics.com/-- provides communications solutions  
and services for businesses.  The Company manufactures telephone
switching systems and software for small-to-large size businesses
and government facilities.  Teltronics offers a full suite of
Contact Center solutions -- software, services and support -- to
help their clients satisfy customer interactions.  Teltronics also
provides remote maintenance hardware and software solutions to
help large organizations and regional telephone companies
effectively monitor and maintain their voice and data networks.   
The Company serves as an electronic contract manufacturing partner
to customers in the U.S. and overseas.


TIX CORPORATION: Earns $433,702 in Third Quarter of 2006
--------------------------------------------------------
Tix Corporation reported a $433,702 net income on $1,434,233 of
revenues for the third quarter ended Sept. 30, 2006, compared with
a $96,179 net loss on $740,989 of revenues for the three months
ended Sept. 30, 2005.

The company's balance sheet at Sept. 30, 2006, showed total assets
of $1,827,646, total liabilities of $1,738,176, and total
stockholders' equity of $89,470.  At Dec. 31, 2005, the company
had $2,399,569 in total stockholders' deficiency.

The company's Sept. 30 balance sheet also showed strained
liquidity with $1,250,161 in total current assets available to pay
$1,406,901 in total current liabilities.  

During the last several years, the company has relied on the
proceeds from loans from both unrelated and related parties,
capital leases and the sale of its debt and equity securities to
provide the resources necessary to fund its operations and develop
its show ticketing business.

The company has continued its efforts to raise new capital in 2006
to support the development and expansion of its Las Vegas show
ticketing business.  During the nine months ended Sept. 30, 2006,
the company raised $1,003,000 of new equity capital through the
sale of units comprised of shares of its common stock and
warrants.

On Sept. 13, 2006, the company repaid in full its loan obligation
of $1,180,493 (including accrued interest of $297,632) by making a
$101,697 final cash payment.  As a result, the company recognized
a non-cash gain on settlement of debt of $1,078,796 during the
three months ended Sept. 30, 2006, which has been presented as
other income (expense) in the consolidated statement of
operations.  

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1667

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 1, 2006,
Weinberg & Company P.A. expressed substantial doubt about the
company's ability to continue as a going concern after auditing
its financial statements for the year ending Dec. 31, 2005.  The
auditor pointed to the company's net loss, working capital
deficiency, and stockholders' deficiency.

                          About Tix Corp.

Tix Corp. conducts the operations of Tix4Tonight at four locations
in Las Vegas, Nevada: South Strip at the Hawaiian Marketplace
Shopping Center (which commenced operations in November 2005 and
replaced the location next to the Harley-Davidson Cafe at Harmon);
the Fashion Show Mall Strip entrance in front of Neiman-Marcus
(which commenced operations in February 2005); North Strip across
from the Stardust Hotel and Casino; and in downtown Las Vegas at
the Four Queens Hotel fronting onto the Fremont Street Experience
(which commenced operations in December 2005).


THOMAS EQUIPMENT: Operating Entity Obtains $1.5 Million Financing
-----------------------------------------------------------------
Thomas Equipment Asia Co. Ltd., a subsidiary of Thomas Equipment
Inc., obtained $1.5 million of financing in secured notes provided
by Laurus Master Fund Ltd.  The financing was provided under the
existing senior secured credit facility between Thomas and Laurus.  
Thomas is not providing Laurus with any additional equity
consideration in conjunction with this transaction.  Proceeds of
the financing will be used to pay Thomas Asia's suppliers.

"With the injection of additional working capital, Thomas Asia
will be fully operational and commence manufacturing immediately,"
according to Mr. Lim Chul Jin, President of Thomas Asia.  
"Production will focus on the new 1500 lb class skid loaders with
advanced features.  Initially it is estimated that the Korean
plant will have the capacity to produce 90 loaders per month.  
Subject to resource availability, the plant capacity will increase
to 180 loaders per month."

Thomas Equipment Inc. and Pneutech Inc. continue to operate under
the Notice of Inquiry and Canadian Companies' Creditors
Arrangement Act proceedings, respectively.  Thomas anticipates
developing a plan for the consideration of creditors in the fourth
quarter of 2006.  Thomas Asia is not a party to the CCAA
proceedings or any other debtor protection laws.

                     About Thomas Equipment

Headquartered in Milwaukee, Wisconsin, Thomas Equipment, Inc.
(AMEX: THM) -- http://www.thomas-equipment.com/-- manufactures
skid steer and mini skid steer loaders as well as attachments,
mobile screening plants and six models of mini excavators.  The
Company distributes its products through a worldwide network of
distributors and wholesalers.  In addition, the Company's wholly
owned subsidiaries manufacture specialty industrial and
construction products, a complete line of potato harvesting and
handling equipment, fluid power components, pneumatic and
hydraulic systems, spiral wound metal gaskets, and packing
material.

At March 31, 2006, Thomas Equipment Inc.'s balance sheet showed a
stockholders' deficit of $31,289,000, compared with a $67,129,000
deficit at June 30, 2005.


U.S. ENERGY: Earns $12.4 Million in Third Quarter Ended Sept. 30
----------------------------------------------------------------
U.S. Energy Systems Inc. reported $12.4 million of net income on
$5.1 million of revenues for the third quarter ended Sept. 30,
2006, compared with a $6.5 million net loss on $4.6 million of
revenues for the same period in 2005.

The increase in net income is due to the $25 million net gain
resulting from the purchase accounting treatment of the
acquisition of the UK natural gas reserves, a $3.2 million
decrease in foreign currency transaction expense, offset by an
increase in the loss from operations of $1.5 million, a
$3.1 million increase in interest expense, a $5 million increase
in minority interest expense associated with the UK operations,
and a $3.8 million increase in expenses related to the various
hedge arrangements.

The gain from the purchase accounting related to the Aug. 7, 2006,
acquisition of natural gas reserves in the United Kingdom.  Based
on a comparison of the purchase price to the fair market value of
the assets acquired, the company included a $25 million
extraordinary gain, net of taxes of $13.5 million, in statement of
operations for the quarter ended Sept. 30, 2006.

The company paid approximately $70.1 million and issued rights to
acquire up to 8.1 million shares of its common stock.  The
financing of the transaction provided approximately $166.3 million
for, among other things, the acquisition of the UK assets, for the
funding of certain reserves required by the terms of the financing
and for working capital to be used by the company's subsidiaries
for the operation and upgrading of the UK assets necessary to
increase gas production.  These loans mature in 2013 and 2014,
subject to acceleration or mandatory prepayments upon the
occurrence of certain events, and are currently secured by
substantially all of the company's and its subsidiaries' assets.

For the three months ended Sept. 30, 2006, the $538,000 increase
in revenues was primarily due to $435,000 of revenues associated
with the UK operations which began operations on Aug. 7, 2006, and
a $104,000 increase in U.S. Energy Biogas Corp. revenues from
energy sales.

During the nine months ended Sept. 30, 2006, cash used in
operating activities was $4.1 million, an increase of $3.7 million
from the $392,000 used in operating activities for the nine months
ended Sept. 30, 2005.  The increase was due primarily to an
increase in cash utilized in the UK operations.

Cash used in investing activities increased to $152.3 million for
the nine months ended Sept. 30, 2006, compared to $798,000 of cash
used in investing activities for the nine months ended Sept. 30,
2005, an increase of $151.5 million.  This increase was primarily
the result of expenditures related to the UK transaction including
$49.4 million of deposits into restricted cash accounts, the
acquisition of $21 million of various hedge agreements and $84.7
million of gas field and power generation assets.

Cash provided by financing activities increased to $148.7 million
for the nine months ended Sept. 30, 2006, an increase of $150.1
million from the $1.4 million used in financing activities for the
nine months ended Sept. 30, 2005.  The increase is primarily due
to the financing of the UK acquisition offset by principal
payments made on long term debt and the payment of minority
interest distributions related to the ownership of certain U.S.
Energy Biogas Corp. projects.

At Sept. 30, 2006, the company's balance sheet showed
$403.3 million in total assets, $332.3 million in total
liabilities, $11.8 million in minority interest, and $59.2 million
in total stockholders' equity.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?1677

                        Going Concern Doubt

Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about U.S. Energy Systems 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 auditing firm pointed to the company's
operating losses and capital deficits.

                           *     *     *

Headquartered in New York City, U.S. Energy Systems Inc. --
http://www.usenergysystems.com/-- owns and operates energy and  
power projects in the United States and the United Kingdom through
its two subsidiaries, UK Energy Systems, Ltd. and U.S. Energy
Renewables, Inc.


UNITEDHEALTH GROUP: Stephen Hemsley is New CEO Effective Dec. 1
---------------------------------------------------------------
UnitedHealth Group Incorporated's chief executive officer
Stephen J. Hemsley has stepped into his position effective Dec. 1,
2006.  Mr. Hemsley has been the company's president and chief
operating officer since 1999.

Richard T. Burke, chairman of the board of directors said, "Steve
has proven himself to be the right leader for the Company at this
important time.  The Board is pleased with the rapid progress he
is making on our recent initiatives to further improve corporate
governance.  Steve leads by example through teamwork, a commitment
to service and his personal integrity. With Steve at the helm,
supported by a very talented group of senior executives and
business segment CEOs, UnitedHealth Group will continue to
innovate, grow and diversify."

Steve Hemsley said, "We have an exceptional leadership team in
place and great employees dedicated to our mission of advancing
and improving health care in this country.  We serve the vital
health care sector, which means we have social responsibilities
that are far greater than other commercial enterprises of our
size.  We take these responsibilities very seriously.  Our
business remains strong, and we see a great opportunity before us
to renew our commitment to excellence in everything we do."

                        Leadership Changes

Mr. Hemsley also reported recent changes being made in the
structure of the company's executive management to address
immediate organizational issues and to build leadership capacity
for the future to match the scale, diversification and service
responsibilities of a growing and highly complex enterprise.  
These responsibilities are expected to evolve over time.  The
executive changes, which begin immediately and become fully
effective on or after Jan. 1, 2007, include assigning to
executives oversight responsibility for the business segments, as
well as enterprise-wide, functional responsibilities at the
corporate level to focus greater attention and resources on
critical areas of the Company:

   -- Richard Anderson, currently executive vice president of
      UnitedHealth Group and chief executive officer of Ingenix,
      will become president of the new Commercial Services Group,
      including Specialized Care Services, Ingenix and Exante
      Financial Services.  On the functional level, Mr. Anderson
      will oversee technology efforts across the enterprise, which
      includes all application development, maintenance and
      infrastructure. Because much of the Company's successful
      innovation depends on technology, Mr. Anderson will also
      oversee the Company's expanding consumer services innovation
      efforts.  He will also broadly oversee legal and regulatory
      administration until the chief administrative officer and
      chief legal officer positions are filled.

   -- Lois Quam, currently chief executive officer of Ovations,
      will become president of the new Public and Senior Markets
      Group, which will include Ovations and AmeriChoice.
      Ms. Quam will take the lead in developing capabilities and
      infrastructure on an enterprise level in communications,
      public relations and government affairs.  Ms. Quam will also
      be leading efforts in and acting as spokesperson for
      UnitedHealth Group's corporate social responsibility
      programs and health care issues, which are of fundamental
      importance to the Company.  Until the new chief
      administrative officer position is filled, she will also
      oversee Human Capital.

   -- David Wichmann, currently president and chief operating
      officer of UnitedHealthcare, will become president of the
      new Individual and Employer Markets Group, consisting
      primarily of UnitedHealthcare and Uniprise.  On the
      functional level, Mr. Wichmann will be responsible for all
      consumer-facing business processes and services on an end-
      to-end, enterprise-wide basis.  The Company's alliance
      organization and international business activities will also
      be his responsibility.  Mr. Wichmann will also oversee
      integration activities and related efforts across the
      company.

   -- William Munsell, currently chief executive officer of
      Specialized Care Services, and Anthony Welters, currently
      president and chief executive officer of AmeriChoice, are
      being appointed as executive vice presidents at the
      UnitedHealth Group level reporting directly to Mr. Hemsley
      to provide greater executive oversight and direction to
      important and often independent initiatives, relationships
      and market opportunities.  Mr. Munsell will deal largely
      with internal matters, while Mr. Welters will deal with
      external aspects of the business.

   -- Reed Tuckson, M.D., has been appointed executive vice
      president and head of Medical Affairs responsible for the
      Company's cross-segment leadership on clinical and medical
      practices.

The Company will not be breaking down or technically changing its
business segments' unit accountability framework.

Mr. Hemsley said, "UnitedHealth Group has experienced
extraordinary growth over the past several years.  We are
introducing an expanded management structure that enables our
enterprise to be increasingly nimble and responsive to future
market dynamics, while also ensuring that we have the executive
capacity and leadership to match our scale and commercial
ambitions.  With this structure and with these very talented
people, we will operate in a more collaborative, open fashion as a
leadership team.  Together, we can advance a company and culture
that fosters a real commitment to care and serve, to innovate and
grow and to meet the highest standards of business practice and
performance."

                            New Hiring

UnitedHealth Group is proceeding with the Board of Directors'
mandate to recruit a chief administrative officer, a chief legal
officer, a chief ethics officer and recruit new Board members.  
The Company also plans to make further organizational adjustments
as new executive positions are filled and in areas such as
marketing and distribution, business and product development and
systemic quality.

                     About UnitedHealth Group

Minneapolis, Minn.-based UnitedHealth Group Inc. (NYSE: UNH) --
http://www.unitedhealthgroup.com/-- offers a broad spectrum of  
products and services through six operating businesses:
UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized
Care Services and Ingenix.  Through its family of businesses,
UnitedHealth Group serves approximately 70 million individuals
nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Fitch Ratings is currently maintaining all ratings of UnitedHealth
Group on Rating Watch Negative.

Despite the company's disclosure that the restatement of earnings
will be material, Fitch notes that this is a non-cash charge that
does not affect overall shareholder capital or the company's
ability to service its debt obligations.  Although the additional
taxes, interest and penalties related to the accounting adjustment
will certainly have cash flow implications, given management
estimates, Fitch does not consider the amount to be sufficient to
significantly impede the company's ability to meet its
obligations.  Fitch continues to consider UNH's cash flow
coverage, although adversely affected by issues surrounding the
company's stock option granting practices, to be more than
sufficient to justify the company's current ratings given its
financial leverage.

Fitch considers the company's disclosure of a material weakness
under Sarbanes-Oxley 404 to be troubling.  Clearly, such
weaknesses in governance can tarnish a company's image, sometimes
adversely affecting the company's ability to attract and retain
business, and often lead to difficulties similar to those being
faced by UNH's management.  However, although too late to aid the
company in heading off its current difficulties, Fitch views
recent and ongoing changes within the company's governance
practices as important in bolstering the company's governance
going forward.

Fitch originally placed UNH's ratings on Rating Watch Negative on
August 30, 2006, following the company's announcement that it had
received a notice of default from a group of persons claiming to
hold certain of its debt securities alleging a violation of UNH's
indenture governing its debt securities.  The company has stated
that it believes it is not in default.  The company received a
purported notice of acceleration on Nov. 2, 2006, from the holders
who previously sent the notice of default that purports to declare
an acceleration of the Company's 5.80% Notes due March 15, 2036 as
a result of the Company's not filing its quarterly report on Form
10-Q for the quarter ended June 30, 2006.  Given developments to
date, Fitch is working under the assumption that this issue will
be tied up in litigation for some time.


USXL FUNDING: Moody's Rates $14 Million Class B Notes at Ba2
------------------------------------------------------------
Moody's Investors Service assigned ratings to the Class A and
Class B equipment contract backed notes issued in USXL Funding II,
LLC's first securitization.

These are the rating actions:

   * Issuer: USXL Funding II, LLC

      -- $311,000,000 Class A Equipment Contract Backed Notes,
         rated Aaa

      -- $14,000,000 Class B Equipment Contract Backed Notes,
         rated Ba2

The ratings of the Class A notes are based on a financial guaranty
policy issued by Financial Guaranty Insurance Company whose
insurance financial strength rating is Aaa.

Support to FGIC consists of 4.00% subordinated Class B notes,
7.00% overcollateralization and a non-declining reserve account of
1% of the original pool balance.  Credit support protecting the
Class B notes includes 7% overcollateralization and the reserve
account.

In addition, the ratings are based on the quality of the
collateral, the experience of US Express Leasing, Inc. as a
servicer, and the strength of the backup servicer arrangement.

The notes were sold in a privately negotiated transaction 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.


VOYAGER ENTERTAINMENT: Posts $845,903 Net Loss in 2006 3rd Quarter
------------------------------------------------------------------
Voyager Entertainment International Inc. reported an $845,903 net
loss on $598,385 of revenues for the third quarter ended Sept. 30,
2006, compared with a $474,162 net loss for the same period in
2005.  The company had no revenue in 2005.

Revenues during the third quarter ended Sept. 30, 2006, represent
revenues contributed by Western Architectural Services LLC from
Sept. 11, 2006, the date Western Architectural was acquired by the
company.  Before its acquisition, Voyager Entertainment had no
operating history, no significant current operations, minimum cash
on hand, and no profit.  Western Architectural was previously
owned by Tracy Jones, an officer and director of the Voyager
Entertainment.

Revenues consisted of sales of specialized cast products produced
on site and sold either to wholesalers or directly to the
contractor for delivery.  The cast products are molding and facade
items designed to enhance the appearance of a structure.  The
primary customers for the cast products are hotel casinos in Las
Vegas.

The company acquired Western Architectural on Sept. 11, 2006.  A
stock purchase agreement was entered into on April 10, 2006, to
purchase 100% of the outstanding capital stock of Western
Architectural.  As consideration for the purchase, Voyager agreed
to issue 3,000,000 shares of Voyager common stock as a deposit
with a final payment of an additional 2,000,000 shares of Voyager
common stock.

At Sept. 30, 2006, the company's balance sheet showed $1.4 million
in total assets and $5.7 million in total liabilities, resulting
in a $4.3 million total stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.1 million in total current assets
available to pay $5.7 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?167a

                        Going Concern Doubt

De Joya Griffith & Company LLC in Las Vegas, Nevada, raised
substantial doubt about Voyager Entertainment International Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The firm pointed to the company's significant net
losses, accumulated deficit, and lack of revenue sources.

                           *     *     *

Voyager Entertainment International Inc. is dedicated to
constructing the world's largest and tallest observation wheel.  
Each wheel will consist of 30 orbiters seating between 16 to 20
passengers depending on the configuration.  Each orbiter will have
its own gallery and lavatory to achieve the maximum comfort and
safety for its passengers.


WELLCARE HEALTH: Improved Finances Cue S&P's Rating Upgrade
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on WellCare Health Plans Inc. to 'BB-' from 'B+'.

Standard & Poor's also said that the outlook on WellCare remains
positive.

"The upgrade reflects WellCare's improved financial condition,"
said Standard & Poor's credit analyst Joseph Marinucci.

"The improvement has stemmed from the successful execution of its
growth strategy, which has enhanced operational scale and better
diversified the company's business profile."

WellCare now maintains an established presence in six Medicaid
markets, is a leader in Florida, has extended its Medicare
presence to 50 counties from 11, and is a leading Part D carrier.
     
The ratings reflect WellCare's established overall business
position in specialized health insurance market segments, good
operating performance supported by profitable growth, and
improving operational scale.  

Offsetting factors include potentially greater exposure to
unfavorable regulatory/legislative intervention linked to its
government funded public-sector focus, geographic market
concentrations, and limited earnings profile diversity.

The positive outlook reflects the potential for the rating to be
raised by one or two notches if the company is able to sustain its
financial performance and further strengthen its business profile
by means of continued development in existing markets and prudent
management of new market opportunities.

Conversely, the outlook could be revised to stable if
profitability and cash flow were to erode or if the company made a
material acquisition or significantly altered its capital
structure in a way that increases debt and decreases equity.

WellCare's intermediate growth strategy is focused on building its
market presence through the expansion of its Medicaid business
within its existing markets, further developing its Medicare
profile, and entering new markets through organic growth.  
Selective acquisitions are not expected in 2007 but
could become a possibility over the intermediate term as the
market continues to evolve.


WILLIAMS PARTNERS: Fitch Rates $600 Million Notes Offering at BB
----------------------------------------------------------------
Fitch Ratings affirmed the Issuer Default Rating and senior
unsecured debt rating of Williams Partners L.P. at 'BB' after the
disclosure that WPZ has reached an agreement with its sponsor, The
Williams Companies, to acquire the remaining 74.9% interest in
Williams Four Corners LLC from WMB that WPZ does not already own
for consideration of $1.223 billion.

Fitch also assigned a 'BB' rating to WPZ's proposed offering of
$600 million of senior unsecured notes which will be used to
finance a portion of the acquisition.  WPZ plans to issue equity
units to finance the remainder of the transaction including the
private placement of $350 million of common units completed
Dec. 1, 2006 and Class B units.

WPZ's Rating Outlook is Stable.

The rating affirmation reflects the benefits of WPZ taking
ownership of 100% of Four Corners as the transaction will further
diversify the company's operations away from the hurricane prone
Gulf Coast region and significantly increase cash flows and the
company's asset base.  With 100% of Four Corners, pro forma EBITDA
for WPZ for the twelve month period ending Sept. 30, 2006 would
have totaled $210 million versus $80 million without the
additional interest.

The transaction also eliminates the risks from the distribution
policy of Four Corners due to WPZ's current minority interest
stake in the entity.  Integration risk for the dropdown is also
viewed as limited relative to typical acquisitions given the
current ownership of Four Corners by WPZ and WMB.

The affirmation also considers the financing of the transaction
with equity representing more than 50% of the financing and the
reasonable purchase price given the run-up in transaction
multiples for similar midstream assets in recent quarters.

With 74.9% of Four Corners' EBITDA for the twelve months ending
Sept. 30, 2006 totaling $130.3 million, the purchase price
represents a multiple of approximately 9.4x EBITDA.

WPZ will also continue to have close operating and financial ties
with WMB including WMB management determining WPZ's strategy and
distribution policy as well as the pace and potential price of
future dropdowns.

Further dropdowns are anticipated to occur at a pace of
approximately $1.0 to $1.5 billion annually through 2008 and
possibly beyond.  The Stable Outlook incorporates Fitch's
expectation that future dropdowns or other transactions will be
financed appropriately for the rating category.

WPZ also remains reliant on WMB's corporate revolving credit
facility for working capital funding.  Specifically, WPZ has a $75
million sub-limit under WMB's $1.5 billion corporate revolver, the
borrowings under which are unconditionally guaranteed by WMB.

The ratings also recognize the higher volatility of WPZ's
portfolio of primarily midstream assets as some earnings
deterioration is likely under a lower commodity price environment.  
WPZ's portfolio of largely fee based assets should, however,
continue to provide some insulation against future commodity price
volatility as approximately 73% of Four Corner's cash flows are be
fee based.

The rating also includes the inherent risks in WPZ's acquisition
strategy, including the likelihood of additional dropdowns, as
well as WPZ's limited track record of operating its current and
prospective asset portfolio.  Concerns also include the weakening
of WPZ's credit ratios from current levels as the debt portion of
the transaction represents leverage of approximately 4.6x the
acquired EBITDA.  Leverage, however, is expected to remain
reasonable for the company's credit rating at below 4x pro forma
for the transaction.

Four Corners is an integrated natural gas gathering and processing
system located in the San Juan Basin in New Mexico and Colorado.  
The system includes 3,500 miles of gathering lines with a capacity
of 2 Bcf/d, three processing plants with a combined capacity of
760 MMcf/d, and two treating plants with a combined capacity of
750 MMcf/d.

WPZ is a publicly traded master limited partnership engaged
primarily in the gathering, transporting and processing of natural
gas and the fractionation and storage of natural gas liquids.  The
partnership's current asset base includes a 25.1% interest in
Williams Four Corners LLC, 40% interest in the Discovery system
offshore Louisiana, midstream assets at Conway, Kansas and the
Carbonate Trend gathering pipeline offshore Alabama.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re New Jersey Bonding Service LLC
   Bankr. D. N.J. Case No. 06-21831
      Chapter 11 Petition filed November 28, 2006
         See http://bankrupt.com/misc/njb06-21831.pdf

In re 1757 South 8th Street, LLC
   Bankr. D. Colo. Case No. 06-18820
      Chapter 11 Petition filed November 29, 2006
         See http://bankrupt.com/misc/cob06-18820.pdf

In re Dennis George Weider
   Bankr. W.D. Mo. Case No. 06-61227
      Chapter 11 Petition filed November 29, 2006
         See http://bankrupt.com/misc/mowb06-61227.pdf

In re Eugene Sonnenfeld
   Bankr. D. Nebr. Case No. 06-41639
      Chapter 11 Petition filed November 29, 2006
         See http://bankrupt.com/misc/neb06-41639.pdf

In re MSR, LLC
   Bankr. M.D. Tenn. Case No. 06-07026
      Chapter 11 Petition filed November 29, 2006
         See http://bankrupt.com/misc/tnmb06-07026.pdf

In re Bays, Inc.
   Bankr. S.D. W.V. Case No. 06-50163
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/wvsb06-50163.pdf

In re Carden, Inc.
   Bankr. M.D. Fla. Case No. 06-03218
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/flmb06-03218.pdf

In re Carpet Dimension, Inc.
   Bankr. N.D. Calif. Case No. 06-42306
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/canb06-42306.pdf

In re Curtis Auto, Inc.
   Bankr. S.D. Tex. Case No. 06-36599
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/txsb06-36599.pdf

In re Dennis Frank Rodriguez
   Bankr. M.D. Fla. Case No. 06-03219
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/flmb06-03219.pdf

In re J & J Ventures, Inc.
   Bankr. N.D. N.Y. Case No. 06-63102
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/nynb06-63102.pdf

In re Julian K of Michigan, Inc.
   Bankr. E.D. Mich. Case No. 06-57758
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/mieb06-57758.pdf

In re Maple Grove Modulars, Inc.
   Bankr. W.D. Pa. Case No. 06-26048
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/pawb06-26048.pdf

In re Village Lawn Care, Inc.
   Bankr. M.D. Fla. Case No. 06-06817
      Chapter 11 Petition filed November 30, 2006
         See http://bankrupt.com/misc/flmb06-06817.pdf

In re 5th Avenue Furniture, Inc.
   Bankr. D. Nev. Case No. 06-13624
      Chapter 11 Petition filed December 1, 2006
         See http://bankrupt.com/misc/nvb06-13624.pdf

In re L. Wayne Connell
   Bankr. M.D. Ga. Case No. 06-52415
      Chapter 11 Petition filed December 1, 2006
         See http://bankrupt.com/misc/gamb06-52415.pdf

In re Morton A. Goldberg
   Bankr. M.D. Tenn. Case No. 06-07165
      Chapter 11 Petition filed December 1, 2006
         See http://bankrupt.com/misc/tnmb06-07165.pdf

In re Tower Employment & Management Services, Inc.
   Bankr. N.D. Ind. Case No. 06-12227
      Chapter 11 Petition filed December 1, 2006
         See http://bankrupt.com/misc/innb06-12227.pdf

In re Armstrong, USA LLC
   Bankr. N.D. Ga. Case No. 06-75707
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/ganb06-75707.pdf

In re Canton Road Land Investment, LLC
   Bankr. N.D. Ga. Case No. 06-75732
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/ganb06-75732.pdf

In re Coulter Brothers Partnership
   Bankr. W.D. Pa. Case No. 06-26136
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/pawb06-26136.pdf

In re D&D Flexible Packaging, Inc.
   Bankr. N.D. Ga. Case No. 06-12336
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/ganb06-12336.pdf

In re Geri Dee Enterprises, Ltd.
   Bankr. S.D.N.Y. Case No. 06-36331
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/nysb06-36331.pdf

In re Homer Gene Carey
   Bankr. D. N.M. Case No. 06-12273
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/nmb06-12273.pdf

In re Lindridge Development Group, LLC
   Bankr. N.D. Ga. Case No. 06-75778
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/ganb06-75778.pdf

In re Lydia Jean Martinez
   Bankr. D. Nebr. Case No. 06-41672
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/neb06-41672.pdf

In re SA Eastside Housing, L.P.
   Bankr. W.D. Tex. Case No. 06-52502
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/txwb06-52502.pdf

In re Urban Assault, Inc.
   Bankr. W.D. Pa. Case No. 06-26151
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/pawb06-26151.pdf

In re Waterway Plumbing & Heating Supply, Inc.
   Bankr. W.D. Pa. Case No. 06-26135
      Chapter 11 Petition filed December 4, 2006
         See http://bankrupt.com/misc/pawb06-26135.pdf

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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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