TCR_Public/061211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 11, 2006, Vol. 10, No. 294

                             Headlines

ALANCO TECH: Posts $1.2 Mil. Net Loss in Fiscal 2007 First Quarter
ANVIL KNITWEAR: Court Okays Milbank Tweed as Committee's Counsel
ANVIL KNITWEAR: Court Okays Jefferies & Co. as Financial Advisor
ASPEN INSURANCE: Completes Deutsche Bank Insurance Policy
BASIN STREET: Case Summary & Five Largest Unsecured Creditors

BB RESORTS: Case Summary & 20 Largest Unsecured Creditors
BELL MICROPRODUCTS: Seeks Default Waiver from Noteholders
BETHESDA ELDERLY: Moody's Holds Mortgage Revenue Bonds' Ba3 Rating
C-BASS: DBRS Rates $7.6 Million Class B-3 Certificates at BB
CBRL GROUP: Sells Logan's Roadhouse for $486 Mil. to LRI Holdings

CDC MORTGAGE: S&P Puts Default Rating on Class B-2 Transactions
CIRCLE 8: Case Summary & 20 Largest Unsecured Creditors
COLLINS & AIKMAN: Judge Rhodes Rules on GM Tooling Dispute
CONCORD CAPITAL: Voluntary Chapter 11 Case Summary
CORUS GROUP: Tata Increases Bid to 500 Pence Per Share in Cash

CORUS GROUP: Earns GBP142 Million in 2006 Third Quarter
CREDIT SUISSE: S&P Puts Low-B Ratings on Nine Certificate Classes
CRITICAL CARE: Inks Agreement with Armac Investments
DELPHI CORP: Opposes Former Employees' Indemnification Request
DELPHI CORPORATION: Hires W.Y. Campbell & Co. as Financial Advisor

DELTA AIR: To Sell 38 Aircraft to Aviation Capital and Babcock
DURA AUTOMOTIVE: Court Okays Prepetition Shipping Claims Payment
ENCOMPASS HOLDINGS: Reports $1.2 Million Net Loss in First Quarter
ENTERGY NEW ORLEANS: Panel Gets Court Nod to Take Avoidance Action
ENTERGY NEW ORLEANS: Claimants Want Stay Lifted to Proceed Action

ESCO CORP: Moody's Rates Proposed $275 Million Senior Notes at B2
FLEETWOOD ENTERPRISES: Posts $19.8M Net Loss in Qtr. Ended Oct. 29
FORUM HEALTH: Moody's Extends Watchlist Review Period
FRIENDLY ICE: Board Offers Seat to Sardar Biglari Group
HANOVER INSURANCE: Moody's Revises Outlook to Positive from Stable

IGI INC: Receives $250,000 Initial Payment from DermWorx
IMPERIAL PETROLEUM: Weaver & Martin Raises Going Concern Doubt
INTERSTATE BAKERIES: Panel Wants Ashby as Delaware Local Counsel
INTERSTATE BAKERIES: Wants to Cooperate Under Joint Interest Pact
JACK IN THE BOX: S&P's Rates $625 Million Credit Facility at BB-

JEMINI INTERNATIONAL: Case Summary & Largest Unsecured Creditor
JLG INDUSTRIES: Oshkosh Deal Prompts S&P to Withdraw Ratings
KELLWOOD CO: Earns $8 Million in Quarter Ended Oct. 28
KEYSTONE AUTOMOTIVE: S&P Rates Proposed $200 Mil. Senior Loan at B
KRISPY KREME: District Ct. Sets Feb. 7 as Settlement Hearing Date

LB-UBS: Accumulated Interest Shortfalls Cue S&P to Lower Ratings
LORBER INDUSTRIES: Wants Plan Effective Date Moved to January 31
NORTH AMERICAN: Posts CDN$4.8 Mil. Net Loss in Qtr. Ended Sept. 30
NORTH AMERICAN ENERGY: IPO Completion Cues S&P's to Lift Ratings
NORTH AMERICAN MEMBERSHIP: S&P Places Ratings on Negative Watch

PALM BEACH: Files for Chapter 11 Protection in S.D. Florida
PERRY ELLIS: Repurchases License from Parlux for $63 Million
PROTOCALL TECH: Sept. 30 Balance Sheet Upside-Down by $5.4 Million
REGENCY GAS: Moody's Lifts Rating on $50 Mil. Senior Loan to Ba1
REVLON CONSUMER: Moody's Rates $160 Million Senior Facility at B1

ROLAND PUGH: Files for Chapter 11 Protection in N.D. Alabama
ROLAND PUGH: Case Summary & 11 Largest Unsecured Creditors
SALON MEDIA: Posts $500,000 Net Loss in 2007 Second Fiscal Quarter
SALON MEDIA: Board Approves 20:1 Reverse Common Stock Split
SAFENET INC: Nasdaq Sets January 31 as Form 10-Q Filing Deadline

SBARRO INC: Earns $2.1 Million in 12-Weeks Ended October 8
SELECT MEDICAL: Increasing Expenses Cue S&P to Pare Credit Rating
SEMINOLE TRIBE: Hard Rock Deal Prompts Moody's to Hold Ratings
SENSATA TECHNOLOGIES: Moody's Holds B2 Rating with Stable Outlook
SESI LLC: S&P Rates Proposed $400 Mil. Exchangeable Notes at BB-

SESI LLC: Moody's Withdraws Ba3 Rating on $200 Mil. Secured Loan
SIMON WORLDWIDE: Sept. 30 Stockholders' Deficit Tops $5.198 Mil.
SMALL WORLD: Posts $2.6 Million Net Loss in 2006 Third Quarter
SOLO CUP: Posts $19.7 Million Net Loss in Quarter Ended October 1
STANDARD AERO: Contract Extension Cues Moody's Stable Outlook

STEAKHOUSE PARTNERS: Sept. 30 Working Capital Deficit Tops $11.1MM
TAG-IT PACIFIC: Earns $13.4 Million in Third Quarter of 2006
THERMADYNE HOLDINGS: Incurs $5.7 Million Net Loss in Third Quarter
TRAVELPORT INC: Worldspan Merger Deal Cues S&P's Negative Watch
TREY RESOURCES: Sept. 30 Balance Sheet Upside-Down by $2.4 Million

U.S. ENERGY: Countryside Updates Unitholders on USEB Bankruptcy
UNITED COMPONENTS: Sells Flexible Lamps Business to Truck-Lite
WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
WEX PHARMA: Debenture Holders Grant Flexible Repayment Terms
WORLDSPAN LP: Travelport Merger Deal Cues S&P's Developing Watch

* BOND PRICING: For the week of December 4 - December 9, 2006

                             *********

ALANCO TECH: Posts $1.2 Mil. Net Loss in Fiscal 2007 First Quarter
------------------------------------------------------------------
Alanco Technologies Inc. reported a $1.2 million net loss on
$5.1 million of net sales for the first quarter ended Sept. 30,
2006, compared with a $1.3 million net loss on $1.6 million of
sales for the same period in 2005.  

The sales increase resulted mainly from the $4 million of added
sales reported by the Wireless Asset Management segment, acquired
effective June 30, 2006.

The first quarter net loss showed an improvement of 7% compared to
the net loss incurred in the prior fiscal year first quarter and
was due primarily to contribution from recently acquired StarTrak
Systems, and now the company's largest subsidiary.  StarTrak
Systems provides wireless tracking and monitoring services to the
refrigerated transport industry.

Robert R. Kauffman, Alanco Chairman and Chief Executive Officer,
stated, "This quarter was the initial reporting period reflecting
consolidation of our StarTrak subsidiary, acquired June 30, 2006,
which has dramatically advanced the company to a new financial
plateau.  We are obviously pleased with StarTrak's debut
performance, as the new subsidiary's revenue and operating profit
provided the major contribution towards our record first quarter
sales revenue and significantly narrowed EBITDA loss.  We
anticipate continued quarterly sales and profit increases from
StarTrak based upon a strong sales backlog and recent
manufacturing gains enabled by significant post-acquisition
working capital provided by the company."

"Although posting a modest operating loss reduction, our
strategically important TSI PRISM inmate tracking business again
disappointed with expected new first quarter contracts mired in
uncontrollable procurement delays.  However, substantial progress
was achieved in the quarter relative to these contracts and
additional numerous opportunities expected to begin generating
tangible results in the second quarter."

"We encountered an unexpectedly large first quarter operating loss
of almost $250,000 in Data Storage.  Our Arraid subsidiary, which
was a minor contributor to the quarter's Data Storage loss, was
sold during the period.  Excel/Meridian Data, now our sole Data
Storage business, suffered an unusually poor September sales
period, which appeared to be anomalous as October sales bookings
surged to near record levels.  Bottom line, we expect Data Storage
to get back on track in the second quarter and at least break
even."

"All business segments considered, we believe we are on target
towards our priority Fiscal 2007 performance goal of achieving
positive EBITDA in the third quarter.  Financially, we are in a
very strong position to support this growth plan, having completed
a $4 million debt financing on Oct. 3, 2006."

At Sept. 30, 2006, the company's balance sheet showed
$31.4 million in total assets, $20.3 million in total liabilities,
$756,000 in Series B Convertible Preferred Stock, and
$10.3 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $10 million in total current assets
available to pay $14.6 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the first quarter ended Sept. 30, 2006, are
available for free at: http://researcharchives.com/t/s?166c

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Semple & Cooper LLP expressed substantial doubt about Alanco
Technologies Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended June 30, 2006.  The auditing firm pointed to the company's
recurring losses from operations, working capital deficit and
anticipates additional losses in the next year.

                     About Alanco Technologies

Headquartered in Scottsdale, Arizona, Alanco Technologies, Inc.
(NASDAQ: ALAN) -- http://www.alanco.com/-- provides wireless  
tracking and asset management solutions through its StarTrak
Systems and Alanco/TSI PRISM subsidiaries. The company also
participates in the data storage industry through its
Excel/Meridian Data, Inc. subsidiary, a manufacturer of Network
Attached Storage systems.

StarTrak Systems is a leading provides GPS tracking and wireless
asset management services to the transportation industry and the
dominant provider of tracking, monitoring and control services to
the refrigerated segment of the transportation marketplace.

Alanco/TSI PRISM is provides RFID real-time tracking technologies
for the corrections industry. TSI PRISM systems track and record
the location and movement of inmates and officers, resulting in
enhanced facility safety and security and significant staff
productivity improvements. Utilizing proprietary RFID (Radio
Frequency Identification) tracking technology, TSI PRISM provides
real-time inmate and officer identification, location and tracking
both indoors and out, and is currently utilized in prisons in
Michigan, California, Illinois, Ohio, Missouri, and Virginia.


ANVIL KNITWEAR: Court Okays Milbank Tweed as Committee's Counsel
----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan authorized the
Official Committee of Unsecured Creditors in Anvil Knitwear Inc.
and its debtor-affiliates' chapter 11 cases to retain Milbank,
Tweed, Hadley & McCloy LLP as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Milbank Tweed will:

   (a) advise the Creditors' Committee with respect to its rights,
       powers, and duties in the Debtors' cases;

   (b) assist and advise the Creditors' Committee in its
       consultations with the Debtors regarding the administration
       of the Debtors' cases;

   (c) assist the Creditors' Committee in analyzing the claims of
       Anvil's creditors and in negotiating with those creditors;

   (d) assist with the Creditors' Committee's investigation of the
       acts, conduct, assets, liabilities, and financial condition
       of the Debtors and of the operation of their businesses;

   (e) assist the Creditors' Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things, the
       terms of a chapter 11 plan or plans for the Debtors;

   (f) assist and advise the Creditors' Committee with respect to
       its communications with the general creditor body regarding
       significant matters in these cases;

   (g) represent the Creditors' Committee at all hearings and
       other proceedings;

   (h) review and analyze all applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Creditors' Committee as to their propriety;

   (i) assist the Creditors' Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Creditors' Committee's interests and objectives; and

   (j) perform other legal services as may be required and
       are deemed to be in the interests of the Creditors'
       Committee in accordance with its powers and duties in the
       Bankruptcy Code.

Dennis F. Dunne, Esq., a member at Milbank Tweed, disclosed the
firm's hourly rates:

        Designation                Hourly Rate
        -----------                -----------
        Partners                   $500 - $600
        of Counsel                 $580 - $705
        Associates &
           Senior Attorneys        $225 - $525
        Legal Assistants           $155 - $295

Mr. Dunne assured the Court that the firm does not represent any
interest adverse to the Debtors' estates.

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: Court Okays Jefferies & Co. as Financial Advisor
----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan authorized Anvil
Knitwear Inc. and its debtor-affiliates Jefferies & Company Inc.
as its financial advisor.

As reported in the Troubled Company Reporter on Nov. 23, 2006
Jefferies & Company will:

   a. familiarize with and analyze the business, operations,
      properties, financial condition, and prospects of the
      company;

   b. Advise the company on the current state of the
      restructuring market;

   c. assist and advise the company in developing a general
      strategy for accomplishing the restructuring;

   d. assist and advise the company in implementing a plan of
      restructuring on behalf of the company;

   e. assist and advise the company in evaluating and analyzing a
      restructuring including the value of securities, if any,
      that may be issued to certain creditors under any
      restructuring plan; and

   f. render other financial advisory services as may agreed upon
      by the company and Jefferies.

Jefferies & Company will be paid a $125,00 monthly retainer for
its work.

If the Debtors consummate a restructuring, the Firm will be
entitled to a cash fee equal to:

   (i) $600,000, if the restructuring includes solely of an
       extension of maturities of the notes and preferred stock;
       or

  (ii) 0.75% of the face amount of:

       (a) all preferred stock greater than $20 million; and

       (b) all notes, in each case, that are subject to
           restructuring.

The Debtors may credit 50% of the monthly retainers actually paid
to the firm after the first $375,000 against the transaction fee.

Thane W. Carlston, a member at Jefferies & Company, assured the
Court that the firm is disinterested pursuant to Section 101(14),
as modified in Section 1107(b) of the Bankruptcy Code.

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.


ASPEN INSURANCE: Completes Deutsche Bank Insurance Policy
---------------------------------------------------------
Aspen Insurance Holdings Ltd. reported the completion of an
innovative insurance policy, which has characteristics similar to
a credit derivative.  The policy is for up to $420 million of
reinsurance receivables, in a transaction with Deutsche Bank, an
AA rated investment bank.  Pricing terms of the transaction were
not disclosed.

"At Aspen we have embraced the convergence between the traditional
reinsurance market and the capabilities and depth offered by the
capital markets" said Aspen's Chief Executive Officer Chris
O'Kane.  "The ground-breaking insurance policy
we announced [Wednes]day extracts from the best of both markets."

The insurance policy will protect a portfolio of Aspen's
reinsurance contracts against the risk of default because of a
reinsurer's inability to pay.  This transaction provides an AA
rated credit wrapper around a portfolio of Aspen's current
reinsurance receivables.

The five year policy provides cover for current and future
receivables under existing reinsurance policies and reinsurance
policies taken out during the policy term.

"The benefit to Aspen is a clear mechanism for obtaining enhanced
recovery in the event of a reinsurer's default," said Nick Foden-
Pattinson, Director of R K Carvill Ltd., an advisor to Aspen on
the transaction.

The policy is triggered by certain non-standard credit events
designed to isolate the specific nature of counterparty risk in
the reinsurance market.  Policy payments are made on the basis of
a customized methodology developed between Aspen and Deutsche
Bank.

"Tapping into the capital market's appetite for credit products
compliments our approach to attracting capital and managing risk,
to which Aspen is committed," commented Aspen's Chief Financial
Officer, Julian Cusack.  "We are effectively compartmentalizing
risk amongst investors with different risk profiles.  What makes
this interesting is that there is no significant correlation of
risk between a major catastrophic event and capital markets event
risk."

As of Sept. 30, 2006, Aspen's reinsurance receivables totaling
$788 million.

Headquartered in Hamilton, Bermuda, Aspen Insurance Holdings
Limited is the holding company of the Aspen Group the principal
operating entities of which are Aspen Insurance UK Limited and
Aspen Insurance Limited, both rated A2 for insurance financial
strength.  At the end of September 2006, Aspen Group reported
net income of $259 million and shareholders' equity of
$2.3 billion.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba1 rating to the proposed
$200 million Perpetual Non-Cumulative Preference Shares to be
issued by Aspen Insurance Holdings Limited, the existing
perpetual "PIERS" of which are rated Ba1 by Moody's.


BASIN STREET: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Basin Street #2 Limited Partnership
        c/o Bauer & Company
        625 Street Charles Avenue, Suite 1-A
        New Orleans, LA 70130

Bankruptcy Case No.: 06-11359

Chapter 11 Petition Date: November 30, 2006

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Robin B. Cheatham, Esq.
                  Adams & Reese LLP
                  4500 One Shell Square
                  New Orleans, LA 70139
                  Tel: (504) 581-3234
                  Fax: (504) 566-0210

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   City of New Orleans                                   $66,000
   1300 Perdido
   New Orleans, LA 70112

   Lemle Kelleher                                          $7,500
   601 Poydras Street
   New Orleans, LA 70130

   Jones Walker                                            $5,000
   201 Street Charles Avenue, Suite 5100
   New Orleans, LA 70130

   Mathes Brierre                                          $5,000
   201 Street Charles Avenue, Suite 4100
   New Orleans, LA 70130

   HR Properties                                          $4,900
   541 North Fairbanks Court, Suite 1800
   Chicago, IL 60611-3319


BB RESORTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BB Resorts Properties L.P.
        11 Wimbledon Drive
        Lake Bluff, IL 60044

Bankruptcy Case No.: 06-15934

Chapter 11 Petition Date: December 4, 2006

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Timothy J. McGonegle, Esq.
                  Schain Burney Ross & Citron Ltd.
                  222 North LaSalle Street, Suite 1910
                  Chicago, IL 60601
                  Tel: (312) 332-0200

Total Assets: $5,053,100

Total Debts:  $4,071,715

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   David Butts                                           $90,000
   2100 West Loop South, Suite 1100
   Houston, TX 77027

   Blazer Construction                                   $50,000
   9219 Katy Freeway, Suite 120
   Houston, TX 77024

   Mobile Modular                                        $24,000
   P.O. Box 45043
   San Francisco, CA 94145

   Resun Leasing                                         $24,000
   12603 Collection Center Drive
   Chicago, IL 60693

   American Express                                      $20,000

   Naismith Engineering                                  $10,000

   BGO                                                   $10,000

   Rockport Pilot                                         $4,500

   Rockport Printing                                      $3,500

   Urban Engineering                                      $2,470

   Appreciated Advertising                                $2,100

   Griffith & Brundette                                   $1,250

   Resort Promo Wear                                      $1,000

   FedEx                                                    $750

   CPL                                                      $650

   City of Rockport                                         $600

   Current Telecom                                          $500

   Mobile Storage Group                                     $500

   A-1 Norm's Portables                                     $365

   Charter Communications                                   $355


BELL MICROPRODUCTS: Seeks Default Waiver from Noteholders
---------------------------------------------------------
Bell Microproducts Inc. commenced a consent solicitation from
holders of record, as of Dec. 6, 2006, of its outstanding
aggregate $110,000,000 principal amount of 3-3/4% Convertible
Subordinated Notes due 2024.

The consent solicitation is for the waiver of any default or event
of default relating to certain reporting requirements in the
indentures for the Notes and the amendment of the indentures to
eliminate any provision that would trigger a default or event of
default for the failure to file or deliver any report required to
be filed with the Securities and Exchange Commission or the
trustee.

The company will pay a fee, in the event that the waiver and
amendment become effective, of $5 in cash for each $1,000
principal amount of Notes for which consents are delivered prior
to the expiration of the consent solicitation.  The consent
solicitation will expire at 5:00 p.m. New York City time on
Dec. 13, 2006.

In addition, if the Company does not commence a tender offer,
prior to Feb. 28, 2007, to redeem all Notes validly tendered, the
Company will pay holders of Notes for which consents were
delivered prior to the Expiration Date, an additional fee of $50
for each $1,000 principal amount of Notes.  Payment of fee to the
holders of the Notes is conditioned upon receipt by the Company of
consents to the waiver and amendment from holders of a majority in
aggregate principal amount of the Notes outstanding prior to the
Expiration Date.

The waiver and amendment are related to the Company's delay in
filing its Quarterly Report on Form 10-Q for the period ended
Sept. 30, 2006 with the SEC.

As previously reported in the Troubled Company Reporter, the
company said that on Nov. 14, 2006, it received Notices of Default
from Wells Fargo Bank, N.A., with respect to its 3-3/4%
Convertible Subordinated Notes due 2024 and its 3-3/4% Convertible
Subordinated Notes, Series B due 2024.  Wells Fargo serves as the
trustee for the holders of the Notes.

Holders may tender their consents at any time prior to the
Expiration Date.

Requests for additional copies of the Consent Solicitation
Statement, the Letter of Consent or other related documents should
be directed to Global Bondholder Services Corporation, Information
Agent for the consent solicitation, at (toll free) (866) 736-2200
or (212) 430-3774.

Questions regarding the consent solicitation should be directed to
Credit Suisse Securities (USA) LLC, the solicitation agent for the
consent solicitation, at (212) 538-3953.

Bell Microproducts --- http://www.bellmicro.com/-- (Nasdaq: BELM)  
is an international, value-added distributor of a wide range of
high-tech products, solutions and services, including storage
systems, servers, software, computer components and peripherals,
as well as maintenance and professional services.


BETHESDA ELDERLY: Moody's Holds Mortgage Revenue Bonds' Ba3 Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on the Bethesda
Elderly Housing Corporation's Mortgage Revenue Bonds, Series 1978.

The outlook on the bonds has been revised to stable.

Deming Center is a 111-unit apartment complex for the elderly and
handicapped located in Terra Haute, Indiana.

Legal security:

The bonds are special obligations of the Issuer and payable solely
from escrowed bond proceeds and project revenues.

Interest rate derivatives:

None

Strengths:

   -- Strong occupancy rate of 95% with a 10 name waiting list as
      of August, 2006;

   -- Adequate debt service coverage of 1.19 times in FY 2005;

   -- Bonds mature in 2010.

Challenges:

   -- Debt service reserve fund is underfunded. According to the
      Trustee, there is currently $26,000 in the debt service
      reserve fund.  The Trust Indenture requires that the debt
      service reserve fund be equal to maximum annual debt
      service, which is $372,288 in 2009.

   -- Volatile expense levels from year to year could lead to
      swings in NOI and debt service coverage.

Outlook:

The outlook on the bonds has been revised from negative to stable.
The outlook reflects Moody's expectation that the debt service
reserve fund will remain underfunded and the property will
continue to perform in line with current levels.

What could change the rating-up

Funding of debt service reserve fund

What could change the rating-down

Substantial erosion of debt service coverage.

Key indicators:

   -- Recent Reported Occupancy: 95%

   -- HAP expiration: January 2010

   -- Debt Maturity: January 2010

   -- Efficiency and 1 bedroom Contract Rents as % of 2006 HUD
       FMR: 166% and 157%, respectively

   -- Debt Service Coverage without reserve for replacements
      expense: 1.19x

   -- Debt per unit: $12,297

   -- Operating expenses per unit: $4,279

   -- Reserve and Replacement per unit: $0

   -- Flow of Funds: Closed


C-BASS: DBRS Rates $7.6 Million Class B-3 Certificates at BB
------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2006-CB9 issued by
Credit-Based Asset Servicing and Securitization LLC 2006-CB9.

   -- $330.8 million Class A-1 rated at AAA
   -- $72.1 million Class A-2 rated at AAA
   -- $116.9 million Class A-3 rated at AAA
   -- $82.5 million Class A-4 rated at AAA
   -- $28.3 million Class M-1 rated at AA (high)
   -- $22.9 million Class M-2 rated at AA
   -- $13.8 million Class M-3 rated at AA (low)
   -- $11.8 million Class M-4 rated at A (high)
   -- $12.2 million Class M-5 rated at A
   -- $9.5 million Class M-6 rated at A (low)
   -- $9.2 million Class M-7 rated at BBB (high)
   -- $8.8 million Class M-8 rated at BBB (high)
   -- $6.1 million Class M-9 rated at BBB
   -- $13.4 million Class B-1 rated at BBB (low)
   -- $5 million Class B-2 rated at BB (high)
   -- $7.6 million Class B-3 rated at BB

The AAA ratings on the Class A certificates reflect 21.20% of
credit enhancement provided by the subordinate classes, initial
overcollateralization and monthly excess spread.  The AA (high)
rating on Class M-1 reflects 17.50% of credit enhancement.  The AA
rating on Class M-2 reflects 14.50% of credit enhancement.  The AA
(low) rating on the Class M-3 reflects 12.70% of credit
enhancement.  The A (high) rating on Class M-4 reflects 11.15% of
credit enhancement.  The "A" rating on Class M-5 reflects 9.55% of
credit enhancement.  The A (low) rating on Class M-6 reflects
8.30% of credit enhancement. The BBB (high) ratings on Classes M-7
and M-8 reflect 7.10% and 5.95% of credit enhancement,
respectively. The BBB rating on Class M-9 reflects 5.15% of credit
enhancement.  The BBB (low) rating on Class B-1 reflects 3.40% of
credit enhancement.  The BB (high) rating on the class B-2
reflects 2.75% of credit enhancement.  The BB rating on the Class
B-3 reflects 1.75% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of the Serivicer, Litton
Loan Servicing LP, as well as the integrity of the legal structure
of the transaction.  LaSalle Bank National Association will act as
Trustee.  The trust will enter into an interest rate swap
agreement with The Bank of New York.  The trust will pay to the
Swap Provider a fixed payment of 5.10% per annum in exchange for a
floating payment at LIBOR from the Swap Provider.  In addition,
the Class A and M certificateholders will receive the benefit of
an interest-rate cap agreement with The Bank of New York with a
cap rate of 6.50%.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month, commencing in
December 2006.  Interest will be paid first to the Class A
certificates on a pro rata basis and then sequentially to the
subordinate certificates.  Principal collected will be paid
exclusively to the Class A certificates until the step-down date
unless each of such classes has been paid down to zero.  After the
step-down date and provided that certain performance tests have
been met, principal payments may be distributed to the subordinate
certificates. Additionally, provided that
certain performance tests have been met, the level of
overcollateralization may be allowed to step down to 3.50%
of the then-current balance of the mortgage loans.

The mortgage loans in the Underlying Trust were originated by
various originators, including NC Capital Corporation, Ameriquest
Mortgage Company and Ownit Mortgage Solutions Inc.  As of the cut-
off date Nov. 1, 2006, the aggregate principal balance of the
mortgage loans is $767,925,511.  The loans are first- and second-
lien fixed- and adjustable-rate sub-prime mortgage loans.  The
weighted-average mortgage coupon is 8.185%, the weighted-average
FICO is 628 and the weighted-average original combined loan-to-
value ratio is 81.90%.


CBRL GROUP: Sells Logan's Roadhouse for $486 Mil. to LRI Holdings
-----------------------------------------------------------------
CBRL Group Inc. closed the sale of its Logan's Roadhouse Inc.
subsidiary to LRI Holdings, Inc., an affiliate of Bruckmann,
Rosser, Sherrill & Co. Inc.  Total consideration in the
transaction was approximately $486 million, subject to customary
post-closing adjustments, if any, for working capital,
indebtedness and capital expenditures.

This amount included the proceeds from a real estate sale-
leaseback transaction undertaken by Logan's and closed prior to
completion of the divestiture, which was used to satisfy inter-
company indebtedness.  The sale-leaseback consideration also
included retention by the Company of three Logan's restaurant
locations at which certain remaining real estate matters precluded
their being included in the sale-leaseback at this time. Until
these three properties can be sold, CBRL will lease them to
Logan's under terms and conditions consistent with the sale-
leaseback transaction.  The expected net proceeds to the Company
after payment of taxes and expenses associated with the
transaction are approximately $385 million, plus retention of the
three Logan's properties.

"These announcements signal a major strategic milestone for the
Company, truly a red-letter day in our history" Commenting on the
announcements, CBRL Chairman, President and Chief Executive
Officer Michael A. Woodhouse said.  "They substantially complete
the ambitious plan of strategic initiatives that we began to
develop over a year ago and position us to move forward totally
focused on our strong and established Cracker Barrel Old Country
Storer brand.

"We look forward to completing the upcoming Tender Offer and share
repurchase authorization and the expected refinancing of our
outstanding convertible debt, for which we previously arranged a
delayed-draw term loan facility. And, we sincerely wish our
friends and colleagues at Logan's continued success as they grow
their business, and we thank them for their many contributions to
CBRL."

The Company also reported that its Board of Directors had
authorized the use of up to $350 million of the proceeds from the
transaction in a combination of:

    * a modified "Dutch Auction" tender offer for up to
      $250 million of the Company's common stock at a price range
      of $42 to $46 per share; and

    * an open market stock repurchase program allowing for
      purchases of up to an additional $100 million of the
      Company's common stock to be made from time to time through
      open market transactions at management's discretion to be
      implemented after completion of the Tender Offer.

These share repurchases are expected to represent, upon
completion, approximately 25% of the Company's currently
outstanding shares, subject to changes related to average share
price of the repurchases.  The Company noted that the authorized
repurchases for up to $350 million of stock are in addition to an
existing repurchase authorization under which management is
authorized to repurchase approximately 821,000 shares of the
Company's common stock.

The Company also reported that it expects to use the remaining
funds from the Logan's divestiture, together with cash balances on
hand, to reduce its outstanding debt under its existing credit
facility by $75 million.

The Company expects to commence the Tender Offer during the week
of Dec. 11, 2006 and close the transaction during the week of Jan.
8, 2007. The open market purchase program could commence ten
business days after completion of the Tender Offer and could
include the adoption by the Company of a 10b5-1 repurchase plan.

The Company also disclosed that its Board of Directors has
declared a regular quarterly dividend of $0.14 per common share.  
The record and payment dates for that dividend will be established
in conjunction with the closing date of the Tender Offer and are
expected to be in either late January or early February.

Lebanon, TN-based CBRL Group Inc. -- http://www.cbrlgroup.com/--   
through its subsidiaries, engages in the operation and development
of the restaurants and retail concepts in the
United States.

                            *    *    *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating for
CBRL Group in connection with the Moody's implementation of its
new Probability-of-Default and Loss-Given-Default rating
methodology for the restaurant sector.

Additionally, Moody's held its Ba2 ratings on the Company's
$800 million issue of guaranteed senior secured term loan b due
2013, $250 million issue of guaranteed senior secured revolver due
2011, and $422 million issue of 3% xero-coupon convertible senior
notes due 2032.  Moody's also assigned an LGD4 rating to those
loans, suggesting noteholders will experience a 52% loss in the
event of a default.


CDC MORTGAGE: S&P Puts Default Rating on Class B-2 Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from four CDC Mortgage Capital Trust transactions.  

Two of the lowered ratings were also placed on CreditWatch with
negative implications, and two were removed from CreditWatch with
negative implications.

Concurrently, four other ratings remain on CreditWatch negative.

At the same time, the ratings on 51 classes from these and other
CDC Mortgage Capital Trust transactions were affirmed.

The downgrades and CreditWatch placements reflect the
deteriorating collateral performance of these transactions. Credit
support for these transactions is derived from a combination of
subordination, excess interest, and overcollateralization.  
Realized losses have been outpacing excess interest spread to an
extent that has reduced credit enhancement to levels that are not
sufficient to support the prior ratings on the downgraded classes.

As of the November 2006 remittance period, for the four deals with
ratings either lowered or placed on CreditWatch, O/C levels are
well below their targets, and the O/C for series 2002-HE3 has been
depleted completely.

Class B-2 from series 2002-HE3 realized a $146,455.96 principal
write-down in the November 2006 remittance period, and thus
Standard & Poor's lowered the rating on this class to 'D'.

For these four deals, cumulative losses ranged from 1.19% to
2.53% (series 2002-HE1) of the original pool balances.  Severe
delinquencies ranged from 18.54% to 33.61% of the current pool
balances.  The high delinquencies in these pools may translate
into further losses and cause credit enhancement to fall below the
levels required using Standard & Poor's expected loss
projections.

The ratings on class B from series 2001-HE1 and class B-1 from
series 2002-HE3 were removed from CreditWatch because they were
lowered to 'CCC', and according to Standard & Poor's surveillance
practices, ratings lower than 'B-' on classes of certificates or
notes from RMBS transactions are not eligible to be on
CreditWatch.

The four ratings remaining on CreditWatch with negative
implications reflect our concerns over continuing erosion
of credit support.  

As of the November 2006 remittance period, the cumulative losses
for series 2002-HE2, 2002-HE3, and 2003-HE1 were 2.81%, 2.41%, and
1.51% of the original pool balances, respectively.  Severe
delinquencies for these three pools were 25.92%, 18.54%, and
16.33% of the current pool balances, respectively.

Standard & Poor's will continue to closely monitor the performance
of the classes with ratings on CreditWatch.  

If the delinquent loans cure to a point at which monthly excess
interest begins to outpace monthly net losses, thereby allowing
O/C to build and provide sufficient credit enhancement,
Standard & Poor's  will affirm the ratings and remove them from
CreditWatch.  Conversely, if delinquencies cause substantial
realized losses in the coming months and continue to erode credit
enhancement, Standard & Poor's will take further negative rating
actions on these classes.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  As of the November
2006 remittance period, total delinquencies in these collateral
pools ranged from 22.01% to 37.87% of the current pool balances,
and severe delinquencies ranged from 11.82%  to 24.9%.

Cumulative losses ranged from 0.42% to 1.26% of the original pool
balances.

The collateral for all of the transactions consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.

             Ratings Lowered And Put On Creditwatch Negative

                     CDC Mortgage Capital Trust

                                             Rating
                                             ------
              Series    Class          To              From
              ------    -----          --              ----     
              2002-HE1  B              BB-/Watch Neg   BBB-
              2003-HE2  B-3            BB/Watch Neg    BBB-

          Ratings Lowered And Removed From Creditwatch Negative

                     CDC Mortgage Capital Trust

                                            Rating
                                            ------
              Series    Class        To             From
              ------    -----        --             ----     
              2001-HE1  B            CCC            B/Watch Neg
              2002-HE3  B-1          CCC            B/Watch Neg

                           Rating Lowered

                     CDC Mortgage Capital Trust
                       
                                            Rating
                                            ------
              Series    Class          To              From
              ------    -----          --              ----
              2002-HE3  B-2            D               CCC

                Ratings Remaining On Creditwatch Negative

                     CDC Mortgage Capital Trust

                 Series    Class            Rating
                 ------    -----            ------    
                 2002-HE2  B-1              B/Watch Neg
                 2002-HE2  M-2              A/Watch Neg
                 2002-HE3  M-2              A/Watch Neg
                 2003-HE1  B-1              B/Watch Neg
                    
                          Ratings Affirmed
  
                     CDC Mortgage Capital Trust

        Series    Class                                Rating
        ------    -----                                ------
        2001-HE1  M-1                                  AAA
        2001-HE1  M-2                                  A
        2002-HE1  A                                    AAA
        2002-HE1  M                                    A
        2002-HE2  M-1                                  AA
        2002-HE2  B-2                                  CCC
        2002-HE3  M-1                                  AA+
        2003-HE1  M-1                                  AA+
        2003-HE1  M-2                                  A
        2003-HE1  M-3                                  A-
        2003-HE1  B-2                                  CCC
        2003-HE2  M-1                                  AA+
        2003-HE2  M-2                                  A
        2003-HE2  M-3                                  A-
        2003-HE2  B-1                                  BBB+
        2003-HE2  B-2                                  BBB
        2003-HE3  M-1                                  AA+
        2003-HE3  M-2                                  A
        2003-HE3  M-3                                  A-
        2003-HE3  B-1                                  BBB+
        2003-HE3  B-2                                  BBB
        2003-HE3  B-3                                  BBB-
        2003-HE4  A-1, A-3                             AAA
        2003-HE4  M-1                                  AA
        2003-HE4  M-2                                  A
        2003-HE4  M-3                                  A-
        2003-HE4  B-1                                  BBB+
        2003-HE4  B-2                                  BBB
        2003-HE4  B-3                                  BBB-
        2004-HE1  M-1                                  AA
        2004-HE1  M-2                                  A
        2004-HE1  M-3                                  A-
        2004-HE1  B-1                                  BBB+
        2004-HE1  B-2                                  BBB
        2004-HE1  B-3                                  BBB-
        2004-HE2  M-1                                  AA
        2004-HE2  M-2                                  A
        2004-HE2  M-3                                  A-
        2004-HE2  B-1                                  BBB+
        2004-HE2  B-2                                  BBB
        2004-HE2  B-3                                  BBB-
        2004-HE2  B-4                                  BB+
        2004-HE3  A-1, A-2                             AAA
        2004-HE3  M-1                                  AA
        2004-HE3  M-2                                  A
        2004-HE3  M-3                                  A-
        2004-HE3  B-1                                  BBB+
        2004-HE3  B-2                                  BBB
        2004-HE3  B-3                                  BBB-
        2004-HE3  B-4                                  BB+


CIRCLE 8: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Circle 8 Foods, Inc.
        P.O. Box 15500
        Asheville, NC 28803

Bankruptcy Case No.: 06-10748

Type of Business: The Debtor manufactures and sells
                  condiments & sauces.

Chapter 11 Petition Date: December 1, 2006

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  Kight Law Office
                  9 Southwest Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886

Total Assets: $1,266,353

Total Debts:  $623,057

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Santa Barbara Bank & Trust    Business debt              $93,000
P.O. Box 60839
Santa Barbara, CA 93160-0839

Institution Food House        Business debt              $35,575
P.O. Drawer 2947
Hickory, NC 28603-2947

Kenneth Kinlaw                Business debt              $24,400
25 Funey Drive
Asheville, NC 28806

Horace D. Kinlaw              Business debt              $23,867

MBNA                          Business debt              $21,946

Capital One                   Business debt              $11,758

Advanta Bank Corp.            Business debt              $10,874

Stone & Christy               Business debt/             $10,561
                              Legal fees
                              Bill Christy:
                              $7,835
                              Bryant Webster:
                              $2,726

Humberto Rodriguez            Business debt              $10,000

Chase Bankruptcy Support      Business debt               $9,519

Santa Barbara Bank & Trust    Business debt               $8,616

I.S.M., Inc.                  Business debt               $6,306

Capital One                   Business debt               $4,582

Buncombe County Tax           Taxes                       $4,327
Collector

Twelve Baskets                Business debt               $4,115

RLC Electric                  Business debt               $3,334

Greenville Meats              Business debt               $3,248

Traveler's Insurance Co.      Business debt               $2,994

Thomas Wilson Engineering     Business debt               $2,500

Alphin Brothers, Inc.         Business debt               $2,224


COLLINS & AIKMAN: Judge Rhodes Rules on GM Tooling Dispute
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
issued a final order pertaining to General Motors Corp.'s request
to obtain possession of certain tooling from Collins & Aikman
Corporation and its debtor-affiliates.

The Court rules that non-Debtor bailed tooling will be subject to
provisions to the same extent as all other relevant tooling.

The Honorable Steven W. Rhodes orders that the Relevant Tooling
will include tooling related to the Relevant Programs, which
include the Non-Debtor Bailed Tooling with respect to the GMX231
(Monte Carlo) Carpet and Trunk Trim programs.

However, the Relevant Tooling does not include:

   (a) injection tooling, including center point lifts, swivel
       eye bolts, H20 manifolds, external ejector guards, and
       Qmc plates;

   (b) secondary tooling, including carrier/frame work,
       electrical components or controllers, and external safety
       mechanisms;

   (c) nickel shell tooling, including mold box, powder tub
       holder, bundle holder, and top plates; and

   (d) foam tooling, including carrier/frame work, electrical
       components or controllers, and external safety mechanisms.

The automatic stay will be deemed lifted, without further Court
order, to permit General Motors Corp. to enforce its non-
bankruptcy rights and remedies as to the Relevant Tooling upon:

   (i) the conversion of the Debtors' Chapter 11 cases to
       Chapter 7 of the Bankruptcy Code; or

  (ii) the Debtors' causing an imminent material interruption of
       any of GM's vehicle assembly operations at facilities
       that utilize component parts manufactured through the use
       of any of the Relevant Tooling.

The Debtors will not be held responsible for imminent
interruption if it results from GM's failure to provide surcharge
funding during November 2006.

GM has fully paid the Debtors for the Relevant Tooling.  GM holds
all right, title, and interest in the Relevant Tooling, subject
to the lien rights of Tri-Way Mold & Engineering and Hallmark
Tools, if any, and the Debtors' rights of possession and use as
GM's bailee at will.

The 10-day stay under Rule 4001(a)(3) of the Federal Rules of
Bankruptcy Procedure will not apply.

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


CONCORD CAPITAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Concord Capital Group, LLC
        15851 Dallas Parkway, Suite 500
        Dallas, TX 75001

Bankruptcy Case No.: 06-35304

Chapter 11 Petition Date: December 4, 2006

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Paul C. Allred, Esq.
                  Paul C. Allred, P.C.
                  5646 Milton Avenue, Suite 711
                  Dallas, TX 75206
                  Tel: (214) 448-9496
                  Fax: (214) 853-5395

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


CORUS GROUP: Tata Increases Bid to 500 Pence Per Share in Cash
--------------------------------------------------------------
The Board of Directors of Tata Steel Ltd. and Corus Group plc have
agreed the terms of an increased recommended revised acquisition
at a price of 500 pence in cash per Corus share.

Commenting on [yester]day's announcement, Ratan Tata, chairman of
Tata Steel, said: "We remain convinced of the compelling strategic
rationale of this partnership and the revised terms deliver
substantial additional value to Corus shareholders."

Jim Leng, chairman of Corus, said, "The Revised Acquisition terms
from Tata Steel are a substantial increase from the previous
offer.  Accordingly, the Corus Board are pleased to recommend this
to Corus Shareholders."

                 Terms of the Revised Acquisition

Under the terms of the Revised Acquisition, Corus Shareholders
will be entitled to receive 500 pence in cash for each Corus
Share.  This represents a price of 1000 pence in cash for each
Corus ADS.

The terms of the Revised Acquisition value the entire existing
issued and to be issued share capital of Corus at approximately
GBP4.7 billion and the Revised Price represents:

   * an increase of approximately 10% compared with 455 pence,
      being the Price under the original terms of the Acquisition;

   * on an enterprise value basis, a multiple of approximately
     7.5x EBITDA from continuing operations for the 12 months to
     Sept. 30, 2006 (excluding the non-recurring pension credit of
     GBP96 million) and a multiple of approximately 5.9x EBITDA
     from continuing operations for the year ended Dec. 31, 2005;

   * a premium of approximately 38.7% to the average closing
     mid-market price of 360.5 pence per Corus Share for the
     12 months ended Oct. 4, 2006, being the last business day
     before the announcement by Tata Steel that it was evaluating
     various opportunities including Corus; and

   * a premium of approximately 22.7% to the closing mid-market
     price of 407.5 pence per Corus Share on Oct. 4, 2006, being
     the last business day before the announcement by Tata Steel
     that it was evaluating various opportunities including Corus.

The terms of the Revised Acquisition remain subject to the
conditions and do not affect Tata Steel's intentions regarding the
business of Corus, its management, employees and locations, nor
the proposals relating to Corus's pension schemes, the Corus Share
Schemes, Convertible Bonds or cancellation of the Deferred Shares.

On Dec. 4, 2006, the EGM and Court Meeting of Corus were adjourned
to Dec. 20, 2006.  Corus intends to advise shareholders as
appropriate in due course, and in any event in advance of the
meetings, on the action that shareholders should take at those
meetings.

                          Recommendation

The Corus Directors, who have been advised by Credit Suisse as its
lead financial adviser, JPMorgan Cazenove and HSBC, consider the
terms of the Revised Acquisition to be fair and reasonable, so far
as Corus Shareholders are concerned.

Accordingly, the Corus Directors unanimously recommend that Corus
Shareholders vote in favour of the Revised Acquisition as they
have undertaken to do in respect of their own beneficial holdings
of Corus Shares, representing approximately 0.1% of the existing
share capital of Corus.

Although Credit Suisse is acting as lead financial adviser to
Corus, other members of the Credit Suisse Group are, with the
consent of Corus, providing acquisition finance and related
services to Tata Steel in relation to the Revised Acquisition and,
as a consequence, Credit Suisse is a connected party to Tata
Steel.

JPMorgan Cazenove, as part of the JPMorgan group, has historical
relationships with the Tata companies and, as a consequence, is
also a connected party to Tata Steel.

HSBC is providing independent advice to the Board of Corus in
connection with the Revised Acquisition for the purposes of Rule 3
of the Code.

In providing advice to the Corus Directors, Credit Suisse,
JPMorgan Cazenove, and HSBC have taken into account the commercial
assessments of the Corus Directors.

                             Financing

The financing arrangements relating to Tata Steel UK remain in
place.  The additional funding required under the proposed terms
of the Revised Acquisition will be funded by way of two letter of
credit facility agreements dated Dec. 5, 2006, and Dec. 10, 2006,
respectively, among TATASTEEL Asia Holdings Pte. Ltd., Tata Steel,
Standard Chartered Bank, and Standard Chartered First Bank of
Korea.

ABN AMRO and Deutsche Bank, as joint financial advisers to Tata
Steel and Tata Steel UK, are satisfied that sufficient resources
are available to satisfy in full the consideration payable to
Corus Shareholders under the proposed terms of the Revised
Acquisition.

            Implementation Agreement and Inducement Fee

The Implementation Agreement remains in effect.  The amount of the
Inducement Fee referred to in the Implementation Agreement is 1%
of the value of the Revised Acquisition calculated by reference to
the price per Corus Share and the fully diluted share capital of
Corus, together with an amount equal to any VAT which is
recoverable by Corus (if applicable).

                      Disclosure of Interests

Tata Limited, a wholly owned subsidiary of Tata Sons, holds 2,125
Corus Shares.  Since Corus Shares held either by members of the
Tata Steel Group or by Tata Limited are excluded from the
definition of Scheme Shares, Tata Steel will not be entitled to
vote these Shares at the Court Meeting.

Tata Steel UK has received irrevocable undertakings to vote in
favor of the Revised Acquisition and the resolutions at the Court
Meeting and EGM from the directors of Corus in respect of
1,164,416 Corus Shares, representing approximately 0.1% of the
existing issued ordinary share capital of Corus.  These
undertakings are in respect of their entire beneficial holdings of
Corus Shares.

The interests of the Deutsche Bank Group consist of, as at Dec. 7,
2006, a long position of 4,786,061 Corus Shares, a long position
of 472,597 Dutch Bonds and a long position of 76,336 Euro Bonds.

                         About Corus Group

Corus Group plc, fka British Steel, was formed when the UK
privatized its major steelworks in 1988.  It then changed its name
to Corus Group after acquiring most of Dutch rival Koninklijke
Hoogovens.  Corus makes coated and uncoated strip products,
sections and plates, wire rod, engineering steels, and semi-
finished carbon steel products.  It also manufactures primary
aluminum products. Customers include companies in the automotive,
construction, engineering, and household-product manufacturing
industries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Moody's Investors Service placed Corus Group plc's Ba2 Corporate
Family and other ratings under review.


CORUS GROUP: Earns GBP142 Million in 2006 Third Quarter
-------------------------------------------------------
Corus Group PLC released its unaudited financial results for the
third quarter ended Sept. 30, 2006.

The group posted GBP142 million in net profit against
GBP2.49 billion in turnover for the third quarter ended
Sept. 30, 2006, compared with GBP50 million in net profit
against GBP2.13 billion in turnover for the same period in 2005.

Group operating profit for the third quarter ended Sept. 30, 2006,
was GBP171 million versus GBP75 million for the same quarter last
year.

At Sept. 30, 2006, the group's unaudited balance sheet showed
GBP7.84 billion in total assets, GBP4.22 billion in total
liabilities and GBP3.62 billion in shareholders' equity.

"As expected, our financial performance has improved in the
third quarter through a combination of better market conditions
and further benefits from our Restoring Success program that is
now drawing to a conclusion.  Overall, the commercial
environment in the fourth quarter remains stable, however our
profitability in this period will reflect seasonal production
shutdowns and the blast furnace reline at IJmuiden," chief
executive Philippe Varin commented.

                     Restoring Success Program

Target EBITDA benefits from the group's Restoring Success
program, launched in June 2003, have been revised to
GBP635 million per annum by the end of 2006, to reflect the
disposal of the downstream aluminium businesses.  At the end of
September, annualized exit rate benefits of GBP620 million were
secured and the group remains confident that the target savings
will be delivered in full.

                         About Corus Group

Corus Group plc, fka British Steel, was formed when the UK
privatized its major steelworks in 1988.  It then changed its name
to Corus Group after acquiring most of Dutch rival Koninklijke
Hoogovens.  Corus makes coated and uncoated strip products,
sections and plates, wire rod, engineering steels, and semi-
finished carbon steel products.  It also manufactures primary
aluminum products. Customers include companies in the automotive,
construction, engineering, and household-product manufacturing
industries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Moody's Investors Service placed Corus Group plc's Ba2 Corporate
Family and other ratings under review.


CREDIT SUISSE: S&P Puts Low-B Ratings on Nine Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse Commercial Mortgage Trust Series
2006-C5's $3.433 billion commercial mortgage pass-through
certificates series 2006-C5.

The preliminary ratings are based on information as of
Dec. 7, 2006.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-AB,
A-3, A-1-A, A-M, A-J, and A-SP are currently being offered
publicly.  

Standard & Poor's analysis determined that, on a weighted average
basis, the collateral pool has a debt service coverage of 1.25x, a
beginning LTV of 100.6%, and an ending LTV of 93.8%.

                    Preliminary Ratings Assigned

       Credit Suisse Commercial Mortgage Trust Series 2006-C5

                                                     Recommended
                                       Preliminary     credit
    Credit               Rating          amount        support
    ------               ------        -----------   -----------      
    A-1                  AAA           $51,000,000    30.00
    A-2                  AAA          $220,000,000    30.00
    A-AB                 AAA          $151,389,000    30.00
    A-3                  AAA        $1,200,000,000    30.00
    A-1-A                AAA          $780,638,000    30.00
    A-M                  AAA          $343,290,000    20.00
    A-J                  AAA          $287,505,000    11.63
    A-SP*                AAA                   TBD      N/A
    B                    AA+           $12,873,000    11.25
    C                    AA            $60,076,000     9.50
    D                    AA-           $38,620,000     8.38
    E                    A             $38,620,000     7.25
    F                    A-            $34,329,000     6.25
    G                    BB+           $42,911,000     5.00
    H                    BB            $34,329,000     4.00
    J                    BB-           $42,912,000     2.75
    K                    BB+            $4,291,000     2.63
    L                    BB            $12,873,000     2.25
    M                    BB-           $12,873,000     1.88
    N                    B+             $8,583,000     1.63
    O                    B              $4,291,000     1.50
    P                    B-            $12,873,000     1.13
    Q                    NR            $38,620,671     0.00
    A-X*                 AA         $3,432,896,671      N/A
    
            *Interest-only class with a notional amount.
                      TBD -- To be determined.
                       N/A -- Not applicable.
                          NR -- Not rated.


CRITICAL CARE: Inks Agreement with Armac Investments
----------------------------------------------------
Critical Care Inc. disclosed an agreement in principal with
Armac Investments of Edmonton, Alberta, wherein Armac will place
certain real estate assets valued at CDN$7.9 million into Critical
Care in exchange for a convertible debenture.

These properties will be utilized for Critical Care's proposed
activities in British Columbia to provide health care through
its recently acquired Body Mass Solutions division.

In addition to obesity and diabetes testing and treatment,
Critical Care will also be using part of these assets to make
available "wellness vacations" for patients afflicted with kidney
disease as well as facilities for weight control issues.
                      
Critical Care, Inc., fka Lasik America, Inc., acquired Salus
Holding, Inc., in 2004.  The company offers dialysis services and
has five employees.

                      Going Concern Doubt

Weinberg & Company, P.A., in Boca Raton, Florida, raised
substantial doubt about Critical Care, Inc.'s ability to continue
as a going concern after auditing the consolidated financial
statements for the years ended July 31, 2004, and 2005.  The
auditor pointed to the company's losses and working capital and
shareholders' equity deficiencies.


DELPHI CORP: Opposes Former Employees' Indemnification Request
--------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District to deny John Blahnik,
Paul Free, Milan Belans, Laura Marion, Peter Janak, and Cathy
Rozanski, former officers and employees, request to modify the
Human Capital Obligations Order to require Delphi to comply with
the provisions of its Amended and Restated Bylaws with respect to
indemnification and advancement.

The Debtors' decision to discontinue advancement of defense costs
to the Former Employees was entirely consistent with the letter
and spirit of the Human Capital Obligations Order, John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Chicago, Illinois, maintains.

Contrary to the Former Employees' assertions, the Order, far from
"prejudicing" any of the Former Employees' rights, in fact
improved their position by comparison with other general,
unsecured creditors, Mr. Butler points out.  Regardless of how
the Court would rule on the Human Capital Objections Motion, the
Former Employees, like other prepetition creditors, will retain
all of their rights in the Chapter 11 cases to file proofs of
claim and seek recovery from the Debtors under the Bankruptcy
Code.

The Order also did not violate or diminish the Former Employees'
"rights" to advancement because the commencement of the Chapter
11 cases itself stayed any advancements and transformed the
Former Employees into unsecured creditors of the Debtors'
estates, Mr. Butler asserts.

The Debtors received no pressure from the government with respect
to their advancement decisions, Mr. Butler clarifies.  The
Compensation Committee took into account all of the competing
public policy concerns in making its decision, including the
Debtors' interest in ensuring the morale of current employees,
the Debtors' fiduciary obligation to preserve the value of their
estates for all unsecured creditors, and the unfairness of paying
out the Former Employees' prepetition claims whose activities led
to Delphi Corporation's restatement of its financial results in
June 2005.

Accordingly, the Debtors ask the Court to deny the Former
Employees' request.

           Equity Committee Supports Debtors' Objection

The Official Committee of Equity Security Holders contends that
the Former Employees are attempting to harm the Debtors, their
creditors, equity security holders, and their estates through
their request.

At the present time, the Former Employees' claims must be
disallowed, Bonnie Steingart, Esq., at Fried, Frank, Harris,
Shriver & Jacobson LLP, in New York, maintains.  "It would be
inappropriate to permit the [Former Employees] to receive any
payment on account of [their] claims unless and until [those]
claims are ultimately allowed."

Laura Marion, Mr. Steingart points out, is barred from the relief
she is seeking under the doctrine of unclean hands.

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


DELPHI CORPORATION: Hires W.Y. Campbell & Co. as Financial Advisor
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has authorized Delphi Corporation and its debtor-
affiliates to employ W.Y. Campbell & Company as their financial
advisor and investment banker, effective as of Sept. 1, 2006.

As the Debtors' financial advisor, Campbell will:

   (a) identify, review, evaluate and initiate potential merger
       and acquisition transactions or other transactions;

   (b) review and analyze the assets and the operating and
       financial strategies of the Debtors' Mount Business;

   (c) assist in the definition of objectives related to value
       and terms of divestiture;

   (d) assist in identification of the Mount Business'
       proprietary attributes;

   (e) assist in the identification and solicitation of
       appropriate transaction parties;

   (f) prepare and distribute confidentiality agreements and
       appropriate descriptive selling materials;

   (g) initiate discussions and negotiations with prospective
       transaction parties;

   (h) assist the Debtors and their other professionals in
       reviewing and evaluating the terms of any proposed M&A
       Transaction or other transaction, in responding to it and,
       if directed, in developing and evaluating alternative
       proposals for an M&A Transaction or other transaction;

   (i) review and analyze any proposals the Debtors receive from
       third parties in connection with an M&A Transaction or
       other transaction;

   (j) assist or participate in negotiations with the parties-in-
       interest in connection with an M&A Transaction or other
       transaction;

   (k) advise and attend meetings of the Debtors' Board of
       Directors, creditor groups, official constituencies, and
       other interested parties;

   (l) participate in hearings before the Bankruptcy Court or any
       other court as the Debtors may request and provide
       relevant testimony;

   (m) assist the Debtors' internal and external counsel to
       enable that counsel to provide legal advice to the
       Debtors as contemplated under an engagement letter
       between the Debtors and Campbell; and

   (n) at the Debtors' request, render other financial advisory
       and investment banking services.

In exchange for its services, Campbell will be entitled to
receive in cash:

   * a $50,000 monthly advisory fee of $50,000, which in the
     aggregate will not be less than $600,000;

   * an M&A fee due and payable upon the closing of any M&A
     Transaction;

   * $750 per hour for preparing for, attending, or testifying at
     hearings;

   * to the extent the Debtors ask Campbell to perform additional
     services not contemplated by the Engagement Letter, the
     additional fees as will be mutually agreed upon by Campbell
     and the Debtors, in writing, in advance;

   * a monthly fee credit equal to 100% of the aggregate Monthly
     Fees credited against the M&A Fee; and

   * reasonable expenses incurred in connection with the
     performance of the firm's engagement.

A full-text copy of the Engagement Letter is available for free
at http://researcharchives.com/t/s?150e

Andre A. Augier, a managing director at Campbell, assures the
Court that his firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.  Campbell does
not hold or represent an interest adverse to the Debtors or their
estates, Mr. Augier says.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--  
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DELTA AIR: To Sell 38 Aircraft to Aviation Capital and Babcock
--------------------------------------------------------------
Delta Air Lines reached agreement with The Boeing Company to
convert five firm orders for Boeing 777-200ER aircraft to longer-
range Boeing 777-200LR aircraft, to order 10 Boeing 737-700
aircraft, and to assume its existing aircraft purchase agreements
with Boeing.  Delta has agreed to sell, immediately upon delivery,
38 future deliveries of Boeing 737-800 aircraft -- 15 to Aviation
Capital Group and 23 to Babcock & Brown Aviation Finance Limited.  
These actions support Delta's planned international expansion,
give it additional flexibility to fly new routes, and complete an
important element of its restructuring.  These transactions are
subject to approval from the U.S. Bankruptcy Court for the
Southern District of New York.

"We've had a long-standing relationship with Boeing and the
addition of these aircraft to Delta's existing Boeing fleet allows
the company to fulfill key elements of its long-term fleet plan,
which is vital to Delta's restructuring and plans to emerge from
Chapter 11 in the first half of 2007 as a solid, independent
carrier," said Mel Fauscett, managing director of Fleet Planning
and Acquisition for Delta.  "These new aircraft are also an
important part of Delta's transformation, enabling Delta to fly
customers to more international destinations in greater comfort.  
We continue to evaluate the needs of our network moving forward
and plan to provide more guidance on the fleet when we file our
Plan of Reorganization later this month."

All five of the new 777 aircraft will be delivered with fully
horizontal personal sleeper suites in BusinessElite(r) featuring
on-demand in-flight entertainment systems in every suite.  
Customers flying in Economy class also will enjoy more room and
nine-inch personal entertainment screens in every seat back,
complementing Delta's efforts to retrofit its fleet of 777s and
more than 100 737-800 and 767-300 aircraft with on-demand, in-seat
entertainment at every customer's seat by the end of 2008.

These transactions with Boeing will introduce the first 737-700
aircraft to Delta's fleet, replacing 10 future options for Boeing
737-800s with the 737-700.  "The 737-700 is a better fit for the
current needs of our network, providing flexibility in our fleet
to fly longer, thinner domestic routes while at the same time
supporting our international expansion to Latin America and the
Caribbean," Mr. Fauscett said.

The 737-700 will operate with a common cockpit type to the 71 737-
800s in Delta's fleet, but will be configured with 124 seats vs.
the 150-seat 737-800s to serve smaller and developing markets.  
The 737-700 also will be delivered to Delta with winglets to
deliver additional fuel savings and efficiencies.

During the Chapter 11 process, Delta has achieved $400 million of
a projected $450 million in fleet savings by entering into
agreements for lower lease payments; retiring four older, less-
efficient aircraft types; and by rejecting, returning or selling
138 aircraft.

                         About Delta Air

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


DURA AUTOMOTIVE: Court Okays Prepetition Shipping Claims Payment
----------------------------------------------------------------
DURA Automotive Systems, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to continue
to pay, in the ordinary course of business, prepetition claims of
Shippers, Warehousemen and Lien Claimants.

The payments will be subject to these caps:

                       Estimated       Interim        Final
                       Payables        Relief         Relief
                       as of 10/26     Sought         Sought
                       -----------     -------        ------
    Shippers &            $735,963     $740,000     $740,000
    Warehousemen Claims

    Statutory Lien       2,548,109    2,600,000    2,600,000
    Claims (includes
    Tooling)
                       -----------   ----------   ----------
                        $3,284,072   $3,340,000   $3,340,000
                       ===========   ==========   ==========

The Debtors' supply and delivery system depends upon the use of
reputable domestic common carriers, shippers, truckers and customs
agents, as well as a network of third-party warehouses to store
goods while in transit, Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, states.

The Debtors employ Chieftain Logistics, Inc., as their primary
third party logistics coordinator for in-bound, out-bound, and
inter-facility transport of goods.  Generally, the Debtors pay
Chieftain, and Chieftain subsequently pays the Shippers and
Warehousemen.

The Debtors also routinely transact business with a number of
other third parties who can assert liens against the Debtors and
their customers' property, if the Debtors fail to pay for the
goods or services rendered, according to Mr. Collins.  These third
parties perform various services, including manufacturing and
repair of tooling, dies, molds and other equipment and producing
parts necessary for the Debtors' product programs.

The Debtors anticipate that the Shippers and Warehousemen will
demand immediate payment for their services and may refuse to
deliver or release goods in their possessions until their claims
are satisfied and their liens redeemed.

Also, as of the date of bankruptcy filing, a substantial number of
Lien Claimants may not have been paid for certain prepetition
goods and services, Mr. Collins relates.  This may result in many
of the Lien Claimants having a right to assert and perfect,
mechanics' or artisans' liens against the Debtors' property
notwithstanding the automatic stay, Mr. Collins continues.

As a result, certain Lien Claimants may also refuse to perform
their ongoing obligations under their existing agreements with the
Debtors.  Additionally, the existence and perfection of those
Mechanics' Liens could possibly place the Debtors out of
compliance under their various leases and customer agreements,
Mr. Collins points out.

Moreover, many states provide certain Tool Makers and Tool Users
with liens on tooling manufactured for the Debtors or their
customers and on the products manufactured.  The Statutory Liens
often allow the parties to retain possession of the tools, or
impair title of the tool by filing a security interest, until the
Debtors satisfy the outstanding amounts owed, Mr. Collins avers.
The Statutory Liens may also be unaffected by the automatic stay.

Mr. Collins asserts that the Debtors' request is necessary or
appropriate to:

    (a) obtain release of critical or valuable goods, tooling or
        equipment that may be subject to liens;

    (b) maintain a reliable, efficient and smooth distribution
        system; and

    (c) induce critical Shippers, Warehousemen, and other Lien
        Claimants to continue to carry goods, tooling and
        equipment and make timely delivery.

The Debtors propose to condition the payment of Lien Claims, in
their sole discretion, on the written acknowledgment of the
individual Lien Claimants to continue supplying goods and services
to the Debtors.

The Debtors further ask the Court to direct all applicable banks
and other financial institutions to receive, process, honor, and
pay all checks and all electronic payment requests made by the
Debtors related to their prepetition obligations to the Shippers,
Warehousemen and Lien Claimants.

"Paying the Shipping and Warehousing Charges and the Lien Claimant
Claims that accrued before the [bankruptcy filing date] is
critical to [the Debtors'] reorganization efforts," Mr. Collins
says.

"If the Debtors' business operations are to continue, the Debtors
must be able to maintain their highly effective supply and
delivery system in which each of the Shippers and Warehousemen and
the Lien Claimants are a vital link," Mr. Collins adds

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).


ENCOMPASS HOLDINGS: Reports $1.2 Million Net Loss in First Quarter
------------------------------------------------------------------
Encompass Holdings Inc. incurred a $1.2 million net loss on
$791,319 of net revenues for the three months ended Sept. 30,
2006, compared to an $874,335 net loss on $1.1 million of net
revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed
$18.8 million in total assets and $17.2 million in total
liabilities, and a $1.5 million positive equity.

The company's Sept. 30 balance sheet also showed strained
liquidity with $801,399 in total current assets available to pay
$9.1 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?16a2

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Timothy L. Steers, CPA, LLC, expressed substantial doubt about
Encompass Holdings, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
year ended June 30, 2006 and 2005.  The auditing firm pointed to
the Company's significant operating losses and working capital
deficit.

Encompass Holdings, Inc., fka Nova Communications Ltd. --
http://www.encompassholdings.com/-- is involved in acquiring  
ownership interests in developing companies in a wide range of
industries and providing financing and managerial assistance to
those companies.


ENTERGY NEW ORLEANS: Panel Gets Court Nod to Take Avoidance Action
------------------------------------------------------------------
Judge Jerry A. Brown grants the Official Committee of Unsecured
Creditors leave of the U.S. Bankruptcy Court for the Eastern
District of Louisiana to initiate and prosecute litigation against
Entergy Power, Inc.; Entergy Gulf States, Inc.; Entergy Arkansas,
Inc.; and System Energy Resources, Inc., under Section 549 of the
Bankruptcy Code, on behalf of Entergy New Orleans, Inc., and for
the benefit of its estate.

As reported in the Troubled Company Reporter on Nov. 8, 2006, the
Committee sought the Court to affirm its standing to pursue, on
behalf of Entergy New Orleans, Inc., an avoidance action under
Section 549 of the Bankruptcy Code in connection with the
postpetition payments made by ENOI to its affiliates on account of
ENOI's alleged prepetition obligations.

On Sept. 29, 2005, Oct. 24, 2005, and Nov. 16, 2005, ENOI paid an
aggregate of $12,934,642 to the Affiliates in satisfaction of its
alleged prepetition obligations under certain power purchase
agreements:

    Affiliate                        Amount
    ---------                        ------
    Entergy Power, Inc.          $1,091,471
    Entergy Gulf States, Inc.     5,021,988
    Entergy Arkansas, Inc.        6,821,182

Judge Brown rules that the Committee may assert the claims of
ENOI against the Entergy Entities for the return to the estate of:

   (a) funds constituting postpetition payments made to the
       Entergy Entities allegedly pursuant to certain Power
       Purchase Agreements and the Unit Power Sales Agreement;
       and

   (b) interest charges incurred by ENOI as a result of its use
       of DIP financing to make the payments to the Entergy
       Entities.

Judge Brown authorizes the Committee to assert on behalf of ENOI
all causes of actions and defenses related to the claims.  He also
tells ENOI to cooperate fully with the Committee in the
prosecution of the Affiliate Payments claims.

The Court denies the Committee's request to require the Entergy
Entities to immediately return certain payments, and reserves the
rights of all parties in connection with ENOI's claims.

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: Claimants Want Stay Lifted to Proceed Action
-----------------------------------------------------------------
Quinszeatter Ford and Emily Murray ask the U.S. Bankruptcy Court
for the Eastern District of Louisiana to lift the automatic stay
in Entergy New Orleans Inc.'s Chapter 11 case as it pertains only
to their claims.

On May 12, 2001, Ms. Ford's minor children and Ms. Murray's minor
children sustained injuries as a result of a fire caused by a
natural gas explosion while the children were situated in an
apartment in New Orleans, Louisiana.

The Claimants allege that the fire was the fault of Entergy New
Orleans, Inc., and they filed a suit against ENOI on behalf of
their children.

Ford T. Hardy, Jr., Esq., and Walter I. Willard, Esq., both in
New Orleans, Louisiana, say that before the Petition Date, the
Claimants' lawsuit against ENOI had been moving through the
discovery process, and in fact, discovery is substantially
complete, and the depositions of various experts need to be
undertaken and a trial date set.  ENOI's Chapter 11 filing
subsequently stayed the Claimants' lawsuit.

Mr. Hardy asserts that lifting the automatic stay will have no
adverse impact on ENOI because:

   (1) the Claimants have alleged that ENOI has liability
       insurance coverage with an unknown company, and discovery
       is needed to ascertain the name of the insurance company,
       as the insurers will not be protected by the automatic
       stay;

   (2) the Claimants will not attempt to enforce any judgment
       against ENOI except through the bankruptcy proceeding; and

   (3) the Claimants' lawsuits have been dormant because of the
       automatic stay, and they fear that many of the witnesses
       in the lawsuit, especially the expert witnesses, are
       advancing in years and in sickness, and may in fact die,
       to the prejudice of the Claimants.

Mr. Willard contends that the Claimants' action is a matter of
personal tort claims, which the Bankruptcy Court has no authority
to decide because it is not vested with jurisdiction to decide the
merits of a personal injury claim.

Mr. Hardy notes that since the Claimants are entitled to a 100%
recovery under ENOI's proposed Chapter 11 Plan, and their case has
been dormant since Hurricane Katrina struck New Orleans, the stay
should be lifted so they can continue discovery and depose the
necessary expert witnesses.

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)


ESCO CORP: Moody's Rates Proposed $275 Million Senior Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to ESCO
Corporation's proposed $275 million seven-year senior unsecured
notes, a B1 corporate family rating, and a B1 probability of
default rating.  

Proceeds from the notes will help fund a partial sale of the
company via a leveraged ESOP transaction.

The rating for the notes is subject to final documentation.  This
is the first time that Moody's has rated the company.

The rating outlook is stable.

ESCO's B1 corporate family rating is largely based on its global
#1 market position in the mining and hard rock dredging industries
where the company is a leading supplier of ground-engaging
consumable wear parts and a generator of stable revenue from a
diverse customer base.

Moody's expects that current strong fundamentals for the mining
industry will continue in the medium-term, thereby supporting
demand for ESCO's products.  ESCO has good relations with an
extensive list of customers in 4 major end markets, many of whom
have been customers for at least a decade.  

Finally, the corporate family rating is supported by credit
metrics that are consistent with those of B1 rated steel and
manufacturing companies, considering ESCO's additional debt from
the leverage buyout transaction.  At the close of the transaction,
ESCO will have approximately $300 million of total debt.  

The greatest restraints on the rating are the company's modest
size, limited free cash flow for debt repayment, dependence on a
highly cyclical industry and the narrow focus of its products.  
ESCO is also exposed to the effects of increasing raw material and
energy costs and a potentially weakening US economy.  

At the close of all the transactions, pro forma total debt to
EBITDA is projected to be 4.1 times while pro forma EBITDA
interest coverage is projected to be 5.6 times.  The B2 rating for
the notes is based on a 66% loss-given-default, which reflects its
unsecured status below the company's privately placed secured bank
facility.

ESCO's stable outlook is supported by its expanding geographic
diversification, stable operating margins, and a solid competitive
position relative to its peers.  Failure to maintain margins due
to weaker than anticipated operating results or an impaired
ability to pass on higher input costs could put negative pressure
on the outlook and/or ratings.

Alternatively, Moody's could consider an upgrade in ratings if the
company improved upon its cash flow generation and considerably
de-levered its balance sheet.


The following ratings were assigned:

   * ESCO Corporation

      -- $275 million senior unsecured notes due 2013 at B2,
         LGD4, 66%;

      -- Corporate Family Rating at B1;

      -- Probability of Default Rating at B1; and

      -- Speculative Grade Liquidity Rating at SGL-2;

The outlook is stable.

Headquartered in Portland, Oregon, ESCO Corporation is a global
manufacturer of engineered metal wear parts for mining and
construction applications and castings for gas turbines with a
presence on three continents in 23 facilities.


FLEETWOOD ENTERPRISES: Posts $19.8M Net Loss in Qtr. Ended Oct. 29
------------------------------------------------------------------
Fleetwood Enterprises Inc. disclosed its financial results for the
second quarter and first half of fiscal 2007 ended Oct. 29, 2006.

Consolidated revenues for the quarter were $526.6 million, down
16.4% from $629.5 million in last year's second quarter.  The
company incurred a net loss from continuing operations of
$19.8 million in the current quarter compared with net income from
continuing operations of $3.8 million in the prior year.  The
current year results included $2.6 million in restructuring costs,
primarily severance.  Including discontinued operations, net loss
totaled $20.4 million compared with a net loss in the second
quarter of fiscal 2006 of $1.9 million.

"Approximately $60 million of the sales decline reflected an
atypical comparison with the prior year, when we provided
emergency living units from both the Housing Group and the travel
trailer division for disaster relief in the Gulf Coast area," said
Elden L. Smith, Fleetwood's president and chief executive officer.  
"The current year financial performance also was impacted by
sluggish motor home sales and an unusually slow quarter for
manufactured housing.  We have continued to pursue cost cutting
and capacity consolidation initiatives, and by the end of our
third quarter will be better positioned for current market
conditions.  In addition, we believe that our embedded operating
leverage means any upturn in our industries will result in
significant financial improvement in our operations."

Housing Group Results

The Housing Group generated operating income of $1.4 million for
the second quarter of fiscal 2007 on revenues of $147.0 million,
down from $14.2 million on revenues of $225.0 million for the same
quarter of the prior year.  Last year's second quarter included
revenues of approximately $30 million from the sale of homes for
disaster relief with no similar sales in the current year.

For the first half of the current fiscal year, the Housing Group
earned $3.5 million in operating income on revenues of $292.6
million, compared with $19.2 million on $429.3 million in revenues
for the first six months of last year.

"Operating results continue to be affected by the weak
manufactured housing market," Mr. Smith said.  "Although the
rebuilding effort in the Gulf Coast states continues to be slow,
we expect that the volume of homes needed there will eventually
provide a boost to modular and manufactured housing shipments.  
Due to a recent sharp slowdown in the Florida and California
manufactured housing markets, we are reducing capacity by
consolidating two neighboring plants into one facility in both
south Georgia and southern California, and at the same time we are
pursuing expansion of our modular operations. It appears that much
of the business in the Gulf Coast area will be modular.  We are
well positioned to take advantage of this. We have eight plants in
the surrounding area, some of which are already certified to build
modular housing while others could be converted.  There is also
excellent potential for additional modular business through
military housing initiatives. We have successfully completed a
second military project and we anticipate that these successes
will lead to additional contracts."

RV Group Results

The RV Group incurred an operating loss of $14.9 million for the
quarter on revenues of $364.6 million, compared with an operating
loss of $700,000 on revenues of $393.5 million for the same
quarter of the prior year.

The motor home division incurred an operating loss of $1.1 million
in the second quarter, compared with operating income of $2.9
million in fiscal 2006, and the travel trailer division's
operating loss increased to $14.4 million from $3.8 million in the
prior year period. Operating income for the folding trailer
division improved to $600,000 from $300,000.

"We are optimistic that if recent positive trends in fuel prices,
interest rates, and consumer confidence extend into spring, motor
home sales will recover next year.  This is true particularly for
Fleetwood, as we believe our product offering is now among the
best in the industry," Mr. Smith said. "Recently, the more
affordable and fuel efficient motor home segments have been
relatively strong, and we have not been adequately represented.  
We are adding products to address these categories, and will have
lower-cost Class C units ready for the spring selling season. We
will also introduce more fuel-efficient models and lower-cost
Class A units mid-year.  Overall travel trailer division sales
were down 13%, but, excluding FEMA unit revenues of $30 million
last year, sales of travel trailers to dealers actually increased
by 17% this year.  Our travel trailer retail market share has
modestly improved in recent months after a lengthy period of
decline, and our own dealer inventory statistics indicate that our
shelf space at dealer lots has improved as well.  The travel
trailer division is undertaking a plant and product
rationalization initiative that is intended to capitalize on this
progress and generate greater production efficiencies by the
fourth fiscal quarter.  The folding trailer operation is
responding well to our decentralized structure, and its sales,
market share and operating income have been improving in recent
quarters.

"Enthusiasm was apparent at last week's national RV trade show in
Louisville, Kentucky," Mr. Smith continued.  "Most of the dealers
we spoke to seem to think that conditions are in place for a good
selling season in 2007, particularly in motor homes.  We don't
expect dealers to take on much additional inventory at this time
of the year, especially given higher floorplan interest rates than
in recent years.  We do believe, however, that our products are
positioned to perform well in the coming season.  We were
especially pleased with the reaction to our Class A motor homes,
our new more affordably priced Class Cs and our lightweight travel
trailers."

Corporate Outlook

"We continue to make significant changes to improve Fleetwood's
operations, balance sheet and future financial results," Mr. Smith
said.  "We believe our cost-cutting initiatives, combined with
improvements in the way we develop, manufacture, and service our
products, position us well for improved performance. While we are
optimistic about the prospects in all of our businesses, the
winter months are typically a very slow period for the RV and
housing industries.  This seasonality is aggravated by the current
environment of discounting by competitors, especially in travel
trailers and manufactured housing.  Accordingly, we expect
operating results in the third quarter to be weaker than in the
just completed quarter.  Last year's third quarter results were
enhanced significantly by volume and efficiencies from the sale of
a large number of emergency living units in both the Housing Group
and the travel trailer division, so comparisons will not be
meaningful.  Looking into our fourth quarter and beyond, we
believe that our ongoing corporate revitalization, continued focus
on products and customers in both of our industries, improved
travel trailer efficiencies, and excellent consumer demographics
will enable us to post consistently better results."

                   About Fleetwood Enterprises

Headquartered in Riverside, California, Fleetwood Enterprises,
Inc. (NYSE:FLE) -- http://www.fleetwood.com/-- produces  
recreational vehicles and manufactured homes.  Fleetwood operates
facilities strategically located throughout the nation, including
recreational vehicle, manufactured housing and supply subsidiary
plants.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2006,
Moody's Investors Service lowered the Corporate Family Rating of
Fleetwood Enterprises, Inc. to B3 from B2, and affirmed the Caa3
rating of the company's $160 million trust preferred securities
due 2028.  The outlook is negative.


FORUM HEALTH: Moody's Extends Watchlist Review Period
-----------------------------------------------------
Moody's Investors Service is extending the Watchlist review period
for Forum Health, Ohio.

The Watchlist status for Forum Health's B1 bond rating reflects
the system's significant on-going challenges in executing a
successful turnaround and the resulting volatility of the overall
credit position.

Moody's expects to complete our review of the rating within the
next 60 days.


FRIENDLY ICE: Board Offers Seat to Sardar Biglari Group
-------------------------------------------------------
Friendly Ice Cream Corporation intends to increase the size of its
Board of Directors from five to seven members.

The company's Board is considering a number of individuals with
experience in the hospitality industry.

Its Board also decided to offer one of the additional board seats
to a designee of the group of shareholders led by Sardar Biglari,
providing the group with representation approximately proportional
to its ownership in the company.  The company's Board determined
that the offer is in the best interests of the shareholdersas it
will avoid a potentially contentious and expensive proxy fight.  
In the event that Mr. Biglari rejects the offer, the company's
Board intends to fill both seats with candidates selected by the
Board.

"Friendly's is firmly committed to serving the interests of all
our shareholders," Donald N. Smith, chairman, said, "and further
distractions to our management team and employees will not serve
those interests."  Mr. Smith added that "we believe adding highly
qualified individuals to our Board of Directors with experience in
the hospitality industry will assist us in further pursuing and
developing our key strategic initiatives and is in the best
interests of the Company.  We also believe that it is important to
listen to our shareholders.  Mr. Biglari, together with his group,
control approximately 14.9% of the Company's outstanding shares,
and we are open to their participation on our Board proportional
to their ownership."

With principal executive office at Wilbraham, Mass., Friendly Ice
Cream Corporation (AMEX: FRN) -- http://www.friendlys.com/-- is a  
vertically integrated restaurant company serving signature
sandwiches, entrees and ice cream desserts in a friendly, family
environment in 525 company and franchised restaurants throughout
the Northeast.  The company also manufactures ice cream, which is
distributed through more than 4,500 supermarkets and other retail
locations.  With a 70- year operating history, Friendly's enjoys
strong brand recognition and is currently remodeling its
restaurants and introducing new products to grow its customer
base.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service confirmed Friendly Ice Cream Corp.'s B3
Corporate Family Rating.


HANOVER INSURANCE: Moody's Revises Outlook to Positive from Stable
------------------------------------------------------------------
Moody's Investors Service changed the outlook on the ratings of
The Hanover Insurance Group, Inc. and its subsidiary, Hanover
Insurance Company, to positive from stable.

The positive outlook reflects stronger risk-adjusted
capitalization, improving underwriting results, and more stable
business flow from its network of independent agents.  

At the same time, Moody's has affirmed its Ba1 senior debt rating
on THG and its Baa1 insurance financial strength rating on Hanover
Insurance Co.  The Ba1 financial strength rating and the stable
outlook on First Allmerica Financial Life Insurance Co. remain
unaffected.

According to Moody's, the change to a positive outlook reflects
the stronger risk-adjusted capitalization of the property and
casualty operations as a result of improved operating earnings and
the retention of capital by these operations in recent years.

The group's risk-adjusted capitalization is also supported by its
reserve strength, which has been strong historically owing to lack
of adverse reserve development in all but one of the past ten
accident years.

Furthermore, concerns amongst its independent agents, particularly
in the wake of last year's hurricane losses, seem to have
moderated as evidenced by a rebound in retention rates and policy
counts.  Policies in force increased in the most recent quarter
for the first time in more than four years.

These positive factors are partly offset by THG's limited scale,
relatively high cost structure, and geographic concentration in a
limited number of states.

Moody's notes that over half of the company's business originates
from three states -- Michigan, Massachusetts, and New York -- all
of which have been historically challenging for personal lines
insurers.

Furthermore, Louisiana and Florida, peak hurricane areas, round
out the company's top five states, albeit the company is in the
process of diversifying its footprint and reducing its gross
catastrophe exposure in Florida, Louisiana, and Massachusetts.

Over the next year, Moody's expects continued strengthening of
risk-adjusted capitalization, overall combined ratios in the high
90's assuming a normal level of catastrophe losses, positive
business flow from agents, a ratio of holding company cash and
invested assets to total debt greater than 40%, and prudent
capital management.

The Ba1 insurance financial strength rating and the stable outlook
on the run-off life insurance subsidiary, FAFLIC, remain
unaffected by this rating action.  Moody's regards the operation
as non-core to Hanover's strategy.  

While FAFLIC is supported by a keepwell agreement from THG, the
agreement ranks pari passu with other general unsecured
obligations at the holding company.

On Feb. 2, 2006, Moody's changed the company's outlook to stable
from negative, reflecting greater certainty around the ultimate
size of its hurricane losses incurred in the last half of 2005.

These ratings were affirmed with a positive outlook:

   * The Hanover Insurance Group, Inc.

      -- senior unsecured debt rating at Ba1; commercial paper
         rating at NP (Not Prime);

   * AFC Capital Trust I

      -- preferred stock rating at Ba2;

   * Hanover Insurance Co.

      -- insurance financial strength at Baa1.

This rating were affirmed with a stable outlook:

   * First Allmerica Financial Life Insurance Co.

      -- insurance financial strength at Ba1.

The Hanover Insurance Group, formerly Allmerica Financial
Corporation, is a holding company for its insurance subsidiaries,
which collectively rank among the top 35 property and casualty
insurers in the United States.  THG operates as The Hanover
Insurance Company, except in Michigan where it does business as
Citizens Insurance Company of America.  It offers a range of
property and casualty insurance products to individuals and
business owners through its network of over 2,000 independent
agents.


IGI INC: Receives $250,000 Initial Payment from DermWorx
--------------------------------------------------------
IGI Inc. has received an initial $250,000 from DermWorx as part of
a $1 million agreement to license, develop and manufacture, a
series of dermatological specialty products that will utilize
IGI's licensed Novasome technology.

DermWorx will be responsible for all clinical trials and will pay
IGI a 7% royalty on product sales.  IGI presently holds 19.9% of
DermWorx outstanding shares of common stock.  If DermWorx fails to
pay IGI an additional $750,000 by Feb. 15, 2007, which amount is
to be credited against development of other products, it will lose
rights to certain specified products.

IGI also reported it has entered into a one year $1,000,000 line
of credit with PharmaChem Laboratories, Inc.  Loans under the line
of credit bear interest, which is payable monthly, at a rate of
prime plus 1.5% and are secured by the Company's assets.  All
amounts borrowed under the line of credit must be repaid by
December 5, 2007.  A drawdown of the credit agreement is being
used to repay interest and principal under the existing $100,000
loan from PharmaChem, which was secured by real property of the
Company.  In addition, the Company has drawn down an additional
$200,000 under the line of credit.  The Company believes this line
of credit will assist the Company in pursuing its short term and
long term goals.

IGI also reported that Rajiv Mathur has resigned from the Board of
Directors.  The Company believes that the resignation is the
result of a disagreement over the financing plans that the
majority of the Board approved and believes are in the best
interest of the shareholders.

IGI is planning an investor conference call Thursday, December 14,
2006, at 9:30 AM to discuss ongoing business plans.  The call-in
number will be distributed on Monday, Dec. 11, 2006.

                          About IGI Inc.

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

                         Going Concern Doubt

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


IMPERIAL PETROLEUM: Weaver & Martin Raises Going Concern Doubt
--------------------------------------------------------------
Weaver & Martin LLC expressed substantial doubt about Imperial
Petroleum Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal years
ended July 31, 2006.  The auditing firm pointed to the company's
recurring losses from operations and is dependent upon obtaining
debt financing for funds to meet its cash requirements.

For the fiscal year ended July 31, 2006, the company reported a
$3.4 million net loss on $3.4 million of net revenues compared to
$2.6 million net loss on $2.9 million of net revenues for the same
period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $18 million
in total assets and $23.5 million in total liabilities, resulting
in a $5.4 million stockholders' deficit.

The company's Sept. 30 balance sheet also showed strained
liquidity with $671,245 in total current assets available to pay
$22.5 million in total current liabilities.

A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?16a6

             Mining Lease Commitments Termination

As a result of the inability of the Company to raise capital for
its mining operations, Management decided to terminate all of the
company's mining lease commitments except the Duke Gold Mine in
Utah during fiscal 2000.  As a result, the company is active in
only one mine that will require significant capital expenditures.  
The Company has a wide degree of discretion in the level of
capital expenditures it must devote to the mining project on an
annual basis and the timing of its development.

The company has primarily been engaged, in its recent past, in the
acquisition and testing of mineral properties to be inventoried
for future development.  Because of the relative magnitude of the
capital expenditures that may ultimately be required for any
single mining venture as operations are achieved, management has
pursued a strategy of acquiring properties with significant
mineral potential in an effort to create a mineral property base
sufficient to allow the Company to access capital from external
sources, either through debt or equity placements.  Management
decided to seek a partner for the Duke Mine during 2005 and focus
its management resources and limited capital on the oil and
natural gas properties acquired from Hillside and Warrior and to
focus on additional acquisitions in the oil and gas sector.  The
company completed a joint venture arrangement with ATLCC during
the year that, if fulfilled by ATLCC, will eliminate any capital
investments from the Company while providing for development of
the mine.

                     About Imperial Petroleum

Headquartered in Evansville, Indiana, Imperial Petroleum, Inc.,
(OTCBB:IPTM) is an oil and natural gas exploration and production
company.


INTERSTATE BAKERIES: Panel Wants Ashby as Delaware Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Interstate
Bakeries Corporation and its debtor-affiliates seeks authority
from the U.S. Bankruptcy Court for the Western District of
Missouri to retain Ashby & Geddes as its Delaware local counsel
effective as of Nov. 1, 2006.

                        Reason of Retention

In October 2006, Brencourt Advisors LLC filed a complaint in
the Delaware Court of Chancery seeking to compel the Debtors to
hold a shareholders meeting to elect a new board of directors.

Laura L. Moran, co-chairperson of the Official Committee of
Unsecured Creditors, contends that the outcome of the Delaware
Action could have a material impact on all parties-in-interest in
the Debtors' Chapter 11 cases, including unsecured creditors.  
Thus, the Committee believes that retention of a local counsel
familiar with Delaware Chancery Court practice is necessary and
appropriate.

                           Scope of Work

As the Committee's local counsel, Ashby & Geddes will:

   (a) monitor the Delaware Action;

   (b) advise the Committee regarding applicable law and practice
       as it relates to Delaware Chancery Court and the Delaware
       Action; and

   (c) appear and participate on the Committee's behalf in the
       Delaware Action.

Ashby & Geddes will be paid for services performed in its hourly
rates:

      Professional                        Hourly Rate
      ------------                        -----------
      Directors                           $400 - $525
      Counsel                                 $375
      Associates                          $195 - $375
      Clerks/Paralegals/Assistants         $80 - $160

Lawrence C. Ashby, Esq., director at Ashby & Geddes P.A.,
assures the Court that his firm does not represent any interest
adverse to the Debtors and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

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


INTERSTATE BAKERIES: Wants to Cooperate Under Joint Interest Pact
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates, the
Official Committee of Unsecured Creditors, and the Official
Committee of Equity Security Holders seek to continue to cooperate
fully under their joint interest agreements, as approved by the
U.S. Bankruptcy Court for the Western District of Missouri,
without waiving any attorney-client privilege.

The parties believe that they will provide additional information
to each other regarding the Debtors' investigation of potential
causes of action against third parties, including causes of
action under Chapter 5 of the Bankruptcy Code.

The Joint Interest Agreement provides that:

   (a) the Debtors and the Committees may voluntarily share
       Information related to the Investigations among and
       between them without the need to notify the other parties;

   (b) the Committees may disclose Information necessary in the
       ordinary course of their work but will disclose only to
       individuals who have a need to know the Information for
       purposes of participating in the Investigations;

   (d) all Information received by the parties will be held in
       strict confidence and used solely for purposes of the
       Investigations and any litigation authorized by the Court;

   (e) all Information disclosed among the parties before the
       execution of the Agreement will be subject to the
       Agreement;

   (f) in the event any party is legally required by the Court,
       any other court of competent jurisdiction or agency with
       oversight authority, to disclose any of the Information,
       the party will, to the extent lawful, provide a prompt
       written notice of requirement to the Debtors and their
       counsel;

   (g) the Agreement and the production of Information will not
       confer on any third party the right to obtain the
       Information, nor will it limit the right of any party,
       including the Committees, to Information that is otherwise
       discoverable to the extent so ordered by the Court or
       another court of competent jurisdiction in litigation
       authorized by the Court; and

   (h) the Agreement will not modify or otherwise diminish the
       parties' rights and powers under applicable law,
       including:

          * the Committees' opportunity to seek Information from
            the Debtors that they do not voluntarily produce; or

          * the conference of standing to the Committees beyond
            what is provided in the Bankruptcy Code.

The parties also ask the Court to issue a protective order with
respect to information and documents produced pursuant to the
Agreement.

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


JACK IN THE BOX: S&P's Rates $625 Million Credit Facility at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
San Diego, California-based Jack in the Box Inc.'s $475 million
term loan due 2012 and $150 million revolver due 2011.

The rating is equal to the 'BB-' corporate credit rating, which
was affirmed.

The outlook is negative.

The 'BB-' bank loan ratings and the '2' recovery ratings indicate
Standard & Poor's expectation of a substantial recovery of
principal in the event of payment default.

"The ratings on Jack in the Box reflect leverage that is high for
the rating category and is estimated to increase to about 4.8x
with this debt issuance," said Standard & Poor's credit analyst
Jackie Oberoi.

The company's financial policy has become increasingly aggressive,
as evidenced by this debt issuance, the proceeds of which, along
with some cash on hand, will be used to fund a $335 million Dutch
tender share repurchase and to retire existing bank loans.  The
tender offer expires on Dec. 19, 2006.

Other rating factors include the company's participation in the
intensely competitive quick-service segment of the restaurant
industry.  

These weaknesses are partially offset by the company's strong
regional presence and its generally good operating performance. As
of Oct. 1, 2006, Jack in the Box operated or franchised 2,079 Jack
in the Box restaurants, including 55 Quick Stuff convenience
stores and 318 Qdoba Mexican Grill units.


JEMINI INTERNATIONAL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------------
Debtor: Jemini International, Inc.
        dba Bammel Food Store
        10815 Oak Bayou Lane
        Houston, TX 77064

Bankruptcy Case No.: 06-36684

Chapter 11 Petition Date: December 1, 2006

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin, Suite 1580
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334

Total Assets: $360,106

Total Debts:  $1,037,548

Debtor's Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Heller First Capital Corp.                           $705,142
   c/o Ms. F. Beth Morgan                         Secured value:
   Morgan & Lutrell, L.L.P.                              $327,406
   711 Navarro, Suite 210
   San Antonio, TX 78205


JLG INDUSTRIES: Oshkosh Deal Prompts S&P to Withdraw Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings on
JLG Industries Inc., including its 'BB' corporate credit rating.

This action comes after the acquisition of JLG by Oshkosh Truck
Corp.
     
In connection with the acquisition, JLG had successfully tendered
for all of its existing outstanding notes, and as a result,
Standard & Poor's has withdrawn its ratings on JLG's notes.  The
funding and close of the transaction was Dec. 6, 2006.

Hagerstown, Maryland-based JLG is a manufacturer of access and
material-handling equipment for the cyclical construction
equipment and rental markets.  At the end of fiscal 2006, JLG had
sales of $2.3 billion.


KELLWOOD CO: Earns $8 Million in Quarter Ended Oct. 28   
------------------------------------------------------
Kellwood Company reported net earnings of $8 million for the third
fiscal quarter ended Oct. 28, 2006 compared with net earnings of
$16.1 million for the same quarter in 2005.

The decline in net earnings was due to impairment, restructuring
and other non-recurring charges relative to discontinued
operations of $19 million for the 2006 third fiscal quarter,
compared with $2.9 million for the prior year quarter.

Net sales for the 2006 third fiscal quarter was $516.3 million,
versus net sales of $519.9 million for the comparable quarter in
2005.

                    Discontinued Operations

During the third quarter of 2006, the company's New Campaign and
IZOD women's sportswear operation were discontinued.

The discontinuance of New Campaign was the result of an agreement
during the three months ended October 28, 2006 to transfer the
business and sell business assets to the licensor.  The company
expects to receive proceeds of approximately $9 million and do not
anticipate a significant gain or loss from the sale.  The
transaction is expected to close in the first quarter of 2007.

The discontinuance of its IZOD women's sportswear operation was
the result of an agreement during the three months ended October
28, 2006 to terminate the licensing agreement.

Headquartered in St. Louis, Missouri, Kellwood Company
-- http://www.kellwood.com/-- markets apparel and consumer soft  
goods.

                         *     *     *

As reported in the Troubled Company Reporter on Oct 10, 2006,
Moody's Investors Service confirmed its Ba2 Corporate Family
Rating for Kellwood Company, and its Ba3 rating on the company's
various senior unsecured notes.  Additionally, Moody's assigned an
LGD5 rating to those bonds, suggesting noteholders will experience
a 70% loss in the event of a default.


KEYSTONE AUTOMOTIVE: S&P Rates Proposed $200 Mil. Senior Loan at B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exeter, Pennsylvania-based Keystone Automotive
Operations Inc. to 'B' from 'B+'.  

The senior secured and subordinated debt ratings also were lowered
a notch, to 'B' and 'CCC+', respectively.

At the same time, Standard & Poor's  assigned a 'B' rating to the
company's proposed $200 million senior secured term loan B due in
January 2012, with a recovery rating of '2' indicating
expectations for a substantial recovery of principal in the event
of a payment default.

The outlook is stable.

"The downgrade reflects our view that we no longer expect credit
metrics to materially improve beyond what is consistent for the
current rating," said Standard & Poor's credit analyst Stella
Kapur.

Standard & Poor's also assume tuck-in acquisition activity will
continue over the intermediate term.  The company has not yet
recognized significant top-line growth from its two recent
acquisitions.

Pro forma for the recapitalization, Keystone's debt balance is
expected to increase marginally to $390 million from $371 million
at Sept. 30, 2006.

Standard & Poor's included $14 million of parent payment-in-kind
notes as part of Keystone's consolidated debt.  Pro forma trailing
lease-adjusted debt to EBITDA at Sept. 30, 2006, will be 6.5x and
pro forma lease-adjusted EBITDA coverage of interest is expected
to be around 1.8x. Credit metric improvement over the
next year is not anticipated to be material.

The ratings on Keystone reflect the company's relatively small
EBITDA base, high leverage, and acquisitive history.  These
factors are partially mitigated by the company's position as the
leader in the competitive, highly fragmented specialty equipment
segment of the automotive aftermarket industry.

However, this specialty equipment segment represents a relatively
small part of the total automotive aftermarket industry, most of
which consists of replacement parts.

Keystone distributes a wide assortment of specialty automotive
equipment used to improve the performance, functionality, and
appearance of vehicles.  The company links a highly fragmented
base of around 800 vendors with an even more fragmented base of
over 16,000 wholesale customers.


KRISPY KREME: District Ct. Sets Feb. 7 as Settlement Hearing Date
-----------------------------------------------------------------
The U.S. District Court for the Middle District of North Carolina
issued an Order setting Feb. 7, 2007 as the hearing date for final
approval of the terms of the settlement of the shareholder
derivative action entitled Wright v. Krispy Kreme Doughnuts, Inc.,
et al.

The Order also approved the form of notice to shareholders, which
provides details regarding the hearing, the lawsuit, the
settlement and the right of shareholders to object to the
settlement.

As reported in the Troubled Company Reporter on Nov. 6, 2006, the
company has entered into a Stipulation and Settlement Agreement
with the lead plaintiffs in the pending securities class action,
the plaintiffs in the pending derivative action and all defendants
named in the class action and derivative action, except for the
company's former chairman and chief executive officer, providing
for the settlement of the securities class action and the
derivative action.

Both the class action and derivative action settlements are
subject to preliminary and final approval of the U.S. District
Court for the Middle District of North Carolina.

A full text-copy of the Notice of Proposed Settlement may be
viewed at no charge at http://ResearchArchives.com/t/s?1699

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme
(NYSE: KKD) -- http://www.krispykreme.com/-- is a branded  
specialty retailer of premium quality doughnuts, including the
Company's signature Hot Original Glazed.  There are currently
approximately 320 Krispy Kreme stores and 80 satellites operating
systemwide in 43 U.S. states, Australia, Canada, Mexico, the
Republic of South Korea and the United Kingdom.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  Freedom Rings
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated $10
million to $50 million in assets and debts.

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC, is
a 97%-owned unit of Krispy Kreme.  Glazed filed for chapter 11
protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No. 06-00932).
The bankruptcy filing will facilitate the sale of 12 Krispy Kreme
stores, as well as the franchise development rights for Colorado,
Minnesota and Wisconsin, for approximately $10 million to Westward
Dough, the Krispy Kreme area developer for Nevada, Utah, Idaho,
Wyoming and Montana.  Daniel A. Zazove, Esq., at Perkins Coie LLP
represents Glazed in its restructuring efforts.  When Glazed filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.


LB-UBS: Accumulated Interest Shortfalls Cue S&P to Lower Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of commercial mortgage pass-through certificates from
LB-UBS Commercial Mortgage Trust 2000-C5.

Concurrently, ratings were affirmed on 12 other classes from the
same series.

The lowered ratings reflect accumulated interest shortfalls and
anticipated credit support erosion upon the eventual resolution of
the assets with the special servicer.  

Because accumulated interest shortfalls on class M are not
expected to be recovered, Standard & Poor's is lowering the rating
on this class to 'D' from 'CCC'.

The shortfalls largely stem from the appraisal reduction amounts
applied to four of the assets with the special servicer.  The
affirmed ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.

As of the Nov. 17, 2006, remittance report, the collateral pool
consisted of 100 loans with an aggregate trust balance of
$810.0 million, down from 110 loans totaling $997.2 million at
issuance.  The master servicer, Wachovia Bank N.A., reported
primarily full-year 2005 financial information for 93% of the
pool, excluding loans secured by defeased collateral.

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.38x, down from 1.43x at
issuance.  To date, the trust has experienced four losses totaling
$17.1 million.  There are three REO assets, one foreclosure, and
one loan currently in its grace period, all of which are with the
special servicer, LNR Partners Inc.

Four outstanding ARAs totaling $8.6 million are in effect against
the REO assets and the loan in foreclosure.

Details on the specially serviced assets are:

   -- The Days Inn Saugus is a 150-unit REO asset in Saugus,
      Massachusetts, with a total exposure of $9.2 million.  The
      loan was transferred to the special servicer in February
      2005.  An ARA of $2.5 million is outstanding based on a
      July 2006 appraisal;

   -- The Oak Crest Apartments loan is secured by a 391-unit
      property in Oklahoma City, Oklahoma.  Foreclosure is in
      process, with a principal balance of $6 million and total
      exposure of $7.9 million.  The loan was transferred to
      the special servicer in February 2003 due to imminent
      default.  An ARA of $3.8 million is outstanding based on a
      January 2006 appraisal;
     
   -- Five Whiteland Plaza is a 34,608-sq.-ft. REO asset in
      Exton, Pennsylvania, with a total exposure of $3.8 million.
      The loan was transferred to the special servicer in
      June 2005 due to imminent default.  An ARA of $1.9 million  
      is outstanding based on a September 2005 appraisal;

   -- Stonehill Corporate Center is a 62,935-sq.-ft. REO asset in
      Saugus, Massachusetts, with a total exposure of
      $3.4 million.  The loan was transferred to the special
      servicer in February 2005 after the borrower requested a
      reduced interest rate.  An ARA of $370,585 is outstanding
      based on a July 2006 appraisal; and

   -- The Sherwood Forest Apartments loan has an outstanding
      balance of $2.2 million and is less than 30 days
      delinquent.  The loan is secured by a 118-unit apartment
      complex in Port Arthur, Texas.  The property suffered
      damage as a result of Hurricane Rita.  The damage has been
      repaired, and the property is being marketed for sale.
     
The top 10 exposures have an aggregate outstanding balance of
$333.9 million and a weighted average DSC of 1.43x, up from 1.41x
at issuance, despite the inclusion of four of the loans on the
master servicer's watchlist.  

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top
10 exposures.  One property was characterized as "excellent,"
while the remaining collateral was characterized as "good."
     
The second-largest exposure in the pool, Gallery at Harborplace,
has a trust balance of $56.2 million and a $9.8 million class B
note.  The loan is secured by a fee interest in a 403,261-sq.-ft.
office/retail property in Baltimore, Maryland.  Occupancy was 84%
as of June 30, 2006, down from 97% at issuance.  The loan appears
on the watchlist because of a decline in DSC from the level at
issuance.

Standard & Poor's adjusted net cash flow is down 17% from its
level at issuance; however, the loan continues to exhibit credit
characteristics consistent with those of an investment-grade
obligation.

The third-largest exposure in the pool, 707 Broad Street, has a
trust balance of $42.7 million and is secured by a fee interest in
a 508,449-sq.-ft. office property in Newark, New Jersey.
Occupancy was 97% as of Aug. 4, 2006.  The loan appears on the
watchlist because of delinquent taxes.

Standard & Poor's adjusted NCF is 5% above the level at issuance,
and the loan continues to exhibit credit characteristics
consistent with those of an investment-grade obligation.

In addition to the Gallery at Harborplace loan and the 707 Broad
Street loan, Wachovia reported a watchlist of 30 loans.  The
125 Broad Unit A and Unit C loans represent the largest exposure
in the pool.  

The crossed-collateralized and cross-defaulted loans have
outstanding balances totaling $74.1 million.  The Unit C loan
appears on the watchlist because of a decline in DSC from its
level at issuance.  The properties reported a weighted average
year-end 2005 DSC of 1.26x.  The River Plaza loan is the seventh-
largest exposure and is secured by a 202,253-sq.-ft. office
property in Stamford, Connecticut.  

The loan appears on the watchlist because the property reported a
year-end 2005 DSC of 1.05x.  The Green Hills Plaza loan is the
10th-largest exposure and is secured by a 95,439-sq.-ft. retail
property in La Mirada, California.  The loan appears on the
watchlist because the former anchor tenant vacated the property
when its lease expired.  The property reported a year-end 2005 DSC
of 1.58x.  

The remaining loans on the watchlist appear there primarily due to
DSC or occupancy issues.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the various rating actions.
    
                         Ratings Lowered
     
             LB-UBS Commercial Mortgage Trust 2000-5
   Commercial Mortgage Pass-Through Certificates Series 2000-C5

                        Rating
                        ------
            Class     To       From   Credit enhancement
            -----     --       ----   ------------------     
            L         CCC      B-          1.30%
            M         D        CCC         0.68%
    
   
                         Ratings Affirmed
     
              LB-UBS Commercial Mortgage Trust 2000-C5
   Commercial Mortgage Pass-Through Certificates Series 2000-C5
   
               Class    Rating   Credit enhancement
               -----    ------   ------------------
               A-1      AAA            23.15%
               A-2      AAA            23.15%
               B        AAA            17.61%
               C        AA+            12.07%
               D        AA-            10.22%
               E        A               9.30%
               F        A-              7.76%
               G        BBB+            6.53%
               H        BB+             4.07%
               J        BB-             2.84%
               K        B               2.22%
               X        AAA               N/A
  
                       N/A - Not applicable.


LORBER INDUSTRIES: Wants Plan Effective Date Moved to January 31
----------------------------------------------------------------
Lorber Industries of California seeks approval from the United
States Bankruptcy Court for the Central District Of California on
a stipulation it entered into with The CIT Group/Commercial
Services Inc., Anita Lorber, and the Official Committee of
Unsecured Creditors, extending the effective date of its confirmed
first amended chapter 11 plan from Nov. 30, 2006, to Jan. 31,
2007.

CIT Group asserts a first priority lien against substantially all
of the Debtor's assets while Ms. Lorber asserts a second priority
lien against substantially all of the Debtor's assets.

The Debtor tells the Court that it was unable to meet the Nov. 30,
2006 effective date deadline.  The Debtor reasonably believes that
it will have sufficient cash on hand to make all of the cash
payments required on the Effective Date of the Plan on or before
Jan. 31, 2007.

The Debtor, the Committee, CIT and Ms. Lorber assure the Court
that the requested extension does not adversely change the
treatment of any claim under the Plan.

                       Treatment of Claims

Under the Debtor's Confirmed Plan, Allowed Administrative Claims
totaling approximately $650,000 will be paid in full by the
Administrative Reserve, and if not sufficient, by the Liquidating
Trust, on the Effective Date or on the date the Claim is allowed.

Allowed Priority Tax Claims totaling approximately $28,000 will be
paid in full by the Liquidating Trust on the Effective Date or on
the date the creditor becomes the holder of an Allowed Priority
Tax Claims.

Allowed Class 1 Priority Claims, with principal totaling $110,000,
will be paid in full on the effective date or as soon as
practicable.

The Allowed Class 2 and Class 3 Secured Claims held by CIT and
Anita Lorber, respectively, are secured by substantially all of
the Debtor's assets, except:

   (a) all or a portion of the Recovery Rights,
   (b) Debtor's real property leases, and
   (c) an outstanding insurance claim.

On the Effective Date, the unpaid portion of these Secured Claims
will be paid as soon as practicable from the proceeds realized
from the disposition of the Debtor's assets, which are subject of
the Claims.

If the sale proceeds, the Estate, and the Liquidating Trust are
not sufficient to pay CIT's Allowed Secured Claim in full, the
deficiency will be a superpriority Administrative Claim.

If the sale proceeds, the Estate, and the Liquidating Trust are
not sufficient to pay Anita Lorber's Allowed Secured Claim in
full, the deficiency will be included in Class 5 Unsecured Claim
under the Plan.

Distributions to Unsecured Creditors will come from:

   -- amounts realized on account of the Recovery Rights;
   -- any sale of the Debtor's real property leases; and
   -- any net proceeds received on account of the casualty
      insurance claim.

Allowed Class 5 Unsecured Claim will received a periodic pro rata
distribution depending on the sole discretion of the Liquidating
Trustee.

Under the Plan, Class 6 Interests will not receive any
distribution.

                      Administrative Reserve

On the Effective Date, the Debtor will transfer to its counsel --
Jeffer, Mangels, Butler & Marmaro LLP -- sufficient amount of
money to establish the Administrative Reserve.  Jeffer Mangels
will maintain the amount in an interest bearing account.  Any
balance will be given to the Liquidating Trust.

                         Liquidating Trust

The Liquidating Trust is deemed established on the Effective Date.  
On that date, all unliquidated property of the Estate will be
transferred to the Liquidating Trust.

On the Effective Date, the Liquidating Trustee will manage,
conduct and effectuate the liquidation and winding up of the
Debtor's operations and financial affairs.  

The Creditors Committee has selected Leslie Gladstone as the
Liquidating Trustee.

                           Plan Funding

Distribution pursuant to the Confirmed Plan will be funded by:

   -- cash on hand as of the Effective Date,

   -- the proceeds of the ongoing liquidation of the Debtor's
      assets, and

   -- any proceeds received on account of the prosecution of the
      Recovery Rights.

Recovery Rights against third parties are preserved under the Plan
for the benefit of the Liquidating Trust and its beneficiaries.

The Court confirmed the Debtor's Plan on Oct. 20, 2006.  The
Disclosure Statement explaining that Plan was approved on July 14,
2006.

                   About Lorber Industries

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized
and knitted fabrics.  The company filed for chapter 11 protection
on Feb. 10, 2006 (Bankr. C.D. Calif. Case No. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules show $25,580,387 in assets and $24,740,726 in
liabilities.  The Court confirmed the Debtor's plan on Oct. 20,
2006.


NORTH AMERICAN: Posts CDN$4.8 Mil. Net Loss in Qtr. Ended Sept. 30
--- --------------------------------------------------------------
North American Energy Partners Inc. reported a consolidated net
loss of CDN$4.8 million for the quarter ending Sept. 30, 2006, as
compared with net income of CDN$11.5 million for the corresponding
period in 2005.  The primary reasons for the lower operating
earnings were higher non-cash interest costs associated with the
Series B preferred shares, which were retired with the completion
of the IPO, the impact of tax changes and unrealized loss on
derivative instruments.

"I am very excited about North American's prospects following the
completion of our IPO," said Rod Ruston, President and CEO.  "We
are in an excellent position to expand our operations and market
presence.  We are heading into what is traditionally the busiest
period for our business and our outlook remains positive for the
balance of the fiscal year."

Revenue was CDN$130 million, a CDN$6 million increase from the
same period ending Sept. 30, 2005, as a result of an increased
volume of work in the Mining and Site Preparation and Piling
segments, offset by lower activity levels in the Pipeline segment.  
Segment operating profit also increased by $6 million, with
operating margins improving in both Mining and Site Preparation
and Piling.

Despite higher operating segment profits, operating income was
lower at CDN$9.7 million as compared to CDN$15.9 million in 2005.  
The company incurred non-recurring charges in equipment costs and
general and administrative costs.  In anticipation of the growth
to come, spending on fleet expansion, tires and the up-keep of our
maintenance facilities were also contributing factors to the lower
operating earnings.

The consolidated financial statements relate to the newly
amalgamated North American Energy Partners Inc. following the
amalgamation of NACG Holdings Inc., NACG Preferred Corp. and North
American Energy Partners Inc. on Nov. 28, 2006.

The voting common shares of the new entity, North American Energy
Partners Inc., were the shares offered in the initial public and
secondary offering.

On Nov. 28, 2006, prior to the amalgamation, the Company acquired
the NACG Preferred Corp. Series A preferred shares for a
promissory note in the amount of $27 million and all accrued
dividends at that time were forfeited.

                  About North American Energy

Headquartered in Edmonton, Alberta, North American Energy Partners
Inc. -- http://www.naepi.ca/-- provides mining and site
preparation, piling and pipeline installation services in western
Canada.  The Company specializes in providing services for the
Canadian oil sands.


NORTH AMERICAN ENERGY: IPO Completion Cues S&P's to Lift Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Edmonton, Alberta-based North American Energy
Partners Inc. to 'B' from 'B-', and its senior unsecured debt
rating to 'CCC+' from 'CCC' after the successful completion of its
CDN$200 million IPO and purchase of its 9% senior secured
notes outstanding due 2010.

At the same time, all ratings were removed from CreditWatch with
positive implications, where were placed July 27, 2006.

The outlook is positive.

On Nov. 28, 2006, NAEP completed an IPO for net proceeds, after
fees and expenses, of CDN$143.4 million.  Proceeds were used to
repay debt, purchase equipment on operating leases, and acquire
all preferred shares outstanding.

Before the offering, NACG Holdings Inc. amalgamated with its
wholly owned subsidiary, NACG Preferred Corp., and North American
Energy Partners Inc., with the amalgamated entity continuing on as
North American Energy Partners Inc.

"With the successful completion of the IPO, NAEP has significantly
reduced its debt levels.  This, in combination with increased
internal cash flow generation, has resulted in a marked
improvement to the company's financial risk profile," said
Standard & Poor's credit analyst Jamie Koutsoukis.

"We expect NAEP will continue to demonstrate a strengthening in
its financial performance through fiscal 2007 and 2008, as it
benefits from its improved financial flexibility following the
IPO.  If the company is able to sustain the recent momentum in
EBITDA generation, over the next nine to 12 months, an upgrade is
likely," Ms. Koutsoukis added.

The positive outlook reflects the expectation that NAEP will be
able to fund its capital spending program and interest obligations
through internally generated funds in the coming fiscal year, and
further strengthen its financial profile.

If NAEP demonstrates sustained profitability and generates
positive free cash flow after capital expenditures, while
improving its liquidity in the next nine to 12 months, the ratings
on the company will likely be raised to 'B+'.

Alternatively, although Standard & Poor's views the possibility of
the company outspending internally generated cash flows or a
material deterioration in its post IPO financial profile as
unlikely, if this were to occur, the outlook could be revised to
stable or negative.


NORTH AMERICAN MEMBERSHIP: S&P Places Ratings on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on North
American Membership Group Inc., including the 'B' corporate credit
rating, on CreditWatch with negative implications.

The company had total debt of approximately $98 million
outstanding as of Sept. 30, 2006.

North American Membership is an operator of specialty interest
clubs, with about 4.7 million members in 10 clubs.

"The CreditWatch placement recognizes that North American
Membership's cushion of covenant compliance has become extremely
thin as a result of the company underperforming our expectations,
leading to our concern that the company may breach its covenants,"
said Standard & Poor's credit analyst Deborah Kinzer.

In resolving the CreditWatch listing, Standard & Poor's will
consider the company's overall operating outlook, including the
performance of its newer clubs.

Standard & Poor's will also assess any actions the company could
take to improve its margin of covenant compliance.


PALM BEACH: Files for Chapter 11 Protection in S.D. Florida
-----------------------------------------------------------
Palm Beach Princess filed a voluntary chapter 11 petition with the
U.S. Bankruptcy Court for the Southern District of Florida, Brian
Bandell writes for the South Florida Business Journal.

Mr. Bandell discloses that Palm Beach Princess, which is the main
operation, suffered a $12 million net loss on $24.7 million of
revenue for the first nine months of 2006, in contrast to a
$7.6 million loss on $26.3 million of revenue in 2005.

According to the report, seven companies included in running the
421-foot, seven-deck boat that sails out of the Port of Palm
Beach, each filed for bankruptcy and sought the Court to jointly
administered their cases.

Mr. Bandell relates that two companies, Riviera Beach-based ITG
Vegas, which showed $28.7 million in assets and $38.8 million in
debts; and Cruise Holdings I LLC with $21.8 million in assets and
$41.2 million in debts; were subsidiaries of Delaware-based
International Thoroughbred Breeders.  Both companies operate under
the name Palm Beach Princess.

ITG Vegas, Mr. Bandell states, has asked the Court to allow it to
continue to pay its almost 400 employees to maintain its Palm
Beach Princess operation.

PDS Gaming Corp., one of the companies' creditors, has filed suit
in Palm Beach County Circuit Court last month, alleging a
$38.6 million unpaid claim in loans or the foreclosure on the
boats and equipment under a financing agreement with the
companies, Mr. Bandell says.

The companies, which are facing state tax liens, also own two
vessels not in service, the Royal Star and the Big Easy,
Mr. Bandell adds.

Report shows that those vessels and equipment were valued at
$39.6 million and listed $51.9 million in current debts as of
Sept. 30, 2006.

Headquartered in Riviera Beach, FL, ITG Vegas Inc., dba Palm Beach
Princess, Inc. -- http://www.pbcasino.com/-- operates coastal  
entertainment cruises.  The Company and seven of its affiliates
filed for chapter 11 protection on Dec. 4, 2006 (Bank. S.D. Fla.  
Case Nos. 06-16350 through 06-16357).  John W. Kozyak, Esq., in
Coral Gables, FL, represents the Debtors.  When ITG Vegas filed
for protection from its creditors, it listed total assets of
$28,738,364 and total debts of $38,833,865.


PERRY ELLIS: Repurchases License from Parlux for $63 Million
------------------------------------------------------------
Perry Ellis International Inc. has signed a definitive agreement
and re-acquired from Parlux Fragrances Inc. all rights, titles,
interests, intangible assets and inventory that Parlux had
pursuant to a global license agreement to manufacture and
distribute perfumery, fragrances, lotions, toiletries and
cosmetics under the Perry Ellis brand.

The agreement to re-acquire the Perry Ellis fragrance license
and related inventory in a cash transaction of approximately
$63 million is effective as of Dec. 6, 2006, subject to potential
closing price adjustments for confirmation and valuation of
inventory levels.  Perry Ellis will fund this acquisition

George Feldenkreis, Chairman and Chief Executive Officer of Perry
Ellis, commented: "We believe this agreement will allow our
company to strengthen and further develop these important product
categories for future growth.  We have had a long partnership with
Parlux and acknowledge their contribution to the development of
these categories.  We believe that this action will assist us in
providing future shareholder value and at this point will be
carefully evaluating various alternatives including possible
licensing of these categories."

Perry Ellis International Inc., based in Miami, Florida, designs,
sources, markets and licenses a portfolio of brands including
Perry Ellis, Jantzen, John Henry, Cubavera, Munsingwear, Original
Penguin and Farah.  The company also operates 38 retail locations
including 3 Original Penguin locations.

                        *     *     *

In October 2006, Moody's Investors Service's confirmed its B1
Corporate Family Rating for Perry Ellis International, Inc., and
its B3 rating on the company's $150 million senior subordinated
notes.  

Additionally, Moody's assigned an LGD5 rating to those bonds,
suggesting noteholders will experience a 78% loss in the event
of a default.


PROTOCALL TECH: Sept. 30 Balance Sheet Upside-Down by $5.4 Million
------------------------------------------------------------------
Protocall Technologies Incorporated reported a $1,586,470 net loss
for the three months ended Sept. 30, 2006, compared with a
$1,138,445 net loss for the same period in 2005.  During these
periods, operations were financed through various equity and debt
private financing transactions.

Net sales for the three months ended Sept. 30, 2006 increased
$49,668, or 35.27%, to $190,572 compared to $140,886 for the three
months ended Sept. 30, 2005.  This increase is principally due to
increased sales from TigerDirect.com, which accounts for 93% of
revenue.

The company's balance sheet at Sept. 30, 2006, showed $1,465,721
in total assets and $6,948,525 in total liabilities, resulting in
a $5,482,804 stockholders' deficiency.  At Sept. 30, 2006, working
capital deficit amounted to $1,921,665 as compared with a working
capital deficit of $1,798,048 at Dec. 31, 2005.   The company had
accumulated deficit of $41,560,438 at Sept. 30, 2006.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?169a

                       Going Concern Doubt  

As reported in the Troubled Company Reporter on Jun. 8, 2006,
Eisner LLP in New York raised substantial doubt about Protocall
Technologies Incorporated'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 insignificant revenues, losses since inception,
accumulated deficit, and dependence on funds generated from the
sale of common stock and loans.

                        About Protocall

Based in Commack, New York, Protocall Technologies Incorporated
(OTCBB: PCLI.OB) -- http://www.protocall.com/-- provides  
retailers and software publishers with specialized systems
programming, digital rights management and electronic
merchandising services for front and back-end fulfillment
operations.


REGENCY GAS: Moody's Lifts Rating on $50 Mil. Senior Loan to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Regency Gas Services LP's
senior secured term loan rating to Ba1 from B1 to reflect the
final terms of the financing that was anticipated in Moody's
rating actions on Nov. 27, 2006.

In the prior rating actions, Moody's had maintained a B1 rating on
the OLP's senior $600 million secured term loan pending its
retirement with the proceeds from $650 million of notes that were
proposed to be issued by Regency Energy Partners LP.

According to the final terms, the MLP's note issuance will be
reduced to $550 million and the OLP's term loan will be reduced to
$50 million rather than be repaid entirely.

The revision in the financing changes some of Regency's ratings
under the Loss Given Default methodology.  The LGD assessment for
the OLP's senior secured term loan and revolving credit facility
changes to LGD 2 (14% LGD rate) from LGD 1 (9%).  All other
Regency's ratings are unaffected because the non-revolver debt
balance remains the same with this financing.

Rating actions:

   * Regency Energy Partners LP -

      -- $550 million senior unsecured notes due December 2016
         LGD rate changed to 69% from 65%;

   * Regency Gas Services LP -

      -- $50 million senior secured term loan due August 2013
         upgraded to Ba1 from B1, LGD assessment changed to LGD2,
         14% from LGD3, 33%; and,

      -- $250 million senior secured revolver due August 2011 LGD
         assessment changed to LGD2, 14% from LGD1, 9%.

Headquartered in Dallas, Texas, Regency Energy Partners LP is a
publicly traded master limited partnership engaged in natural gas
gathering, processing, and transportation.


REVLON CONSUMER: Moody's Rates $160 Million Senior Facility at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Revlon Consumer
Products Corporation's $160 million senior secured asset based
revolving credit facility and a B3 rating to the company's new
$840 million senior secured term loan.  At the same time, Moody's
affirmed the company's long-term ratings, including the corporate
family rating of Caa1.

Moody's also affirmed the company's speculative grade liquidity
rating of SGL-4. Final ratings are subject to review of
documentation.  Ratings on the existing bank facilities will be
withdrawn upon completion of the new term loan facility.

The outlook remains negative.

While Moody's recognizes the benefits provided by the new
financings in relation to additional liquidity, term extension,
interest savings and greater financial and covenant flexibility
afforded by proposed amendment and refinancing, Revlon's long-term
ratings continue to reflect the ongoing risk of additional debt
restructurings that may be unfavorable to current bondholders, as
well as the significant liquidity and financial challenges that
Revlon will face in the next 6 to 12 months.

These ratings were assigned:

   -- $160 million senior secured asset based revolving credit
      facility; due 2012 at B1, LGD2, 11%; and

   -- $840 million senior secured term loan facility; due 2012 at
      B3, LGD3, 36%.

These ratings were affirmed:

   -- Corporate family rating of Caa1;

   -- Probability of default rating of Caa1;

   -- $160 million senior secured asset based revolving credit
      facility of B1; due 2009, of B1, LGD2, 11%;

   -- $800 million senior secured term loan facility; due 2010,
      of B3, LGD3, 35%;

   -- $387 million 9.5% senior notes; due 2011, of Caa2, LGD4,
      61%;

   -- $217 million 8.625% senior subordinated notes; due 2008, of
      Caa3, LGD6, 93%; and

   -- Speculative grade liquidity rating of SGL-4.

Outlook is negative.

"The company's Caa1 corporate family rating and negative outlook
reflect the materially negative free cash flow, high leverage and
weak liquidity profile of Revlon", says Moody's Vice President
Janice Hofferber.

Closing of the $840 million term loan facility and amendment to
the $160 million revolving credit is expected by the end of
December 2006.

In addition, Revlon also announced that it intends to increase the
size of its previously planned $75 million rights offering to $100
million and is expected to complete the offering by the end of
January 2007.  MacAndrews & Forbes has agreed to purchase its pro
rata share while maintaining its commitment to backstop the
offering up to $75 million.  Upon completion of the rights
offering, the $87 million committed line from MacAndrews & Forbes
will be amended to provide for the continuation of a $50 million
line through January 2008.

The ratings also reflect Revlon's requirement to refinance a
portion or all of its 8 5/8% senior subordinated notes no later
than February 2008.  

While Moody's views the increased equity offering and commitment
by MacAndrews and Forbes as an important mitigant to risks
associated with the high leverage levels, Revlon's sources of
available liquidity will remain dependent upon the ability of the
company to successfully complete critical financings beyond those
currently proposed.  

The success of these financings is not assured.  While the company
has a number of refinancing options, the risk of a refinancing
that is unfavorable to current bondholders remains high given
Revlon's continued weak operating performance and uncertainty
surrounding management's ability to regain market share and
restore financial stability following the unsuccessful launch of
Vital Radiance and the costs involved in exiting this brand.

Moody's notes that Revlon's persistently negative cash flow
generation -- EBITDA to interest coverage ratios of approximately
0.9x and high leverage levels of approximately 11x for the LTM
period ending September 2006 -- significantly constrain the
rating.

More importantly, the company's leveraged profile remains a rating
concern as it participates in an industry segment that requires
material upfront brand support, as well as fixture, and product
development expenditures with uncertain consumer receptivity.  
Further negative rating actions could be taken if Revlon is not
able to complete its proposed refinancing and rights offering,
restore momentum in its core Revlon brands or if the company's
liquidity deteriorates significantly from current levels.  To
stabilize the rating outlook, the company needs to improve its
liquidity profile, including a successful refinancing of its
senior subordinated notes in a manner that is at least neutral to
current bondholders.

Revlon's speculative grade liquidity rating of SGL-4 reflects
credit metrics, including cash flow from operations that continue
to be negative and are not likely to turn positive in the near-
term.

In addition, Moody's notes that the company has sought four
amendments from its bank group during 2006 and remains at risk of
covenant violations should financial goals not be achieved. While
the extension of the MacAndrews & Forbes committed line of credit
through 2007 has a positive impact on liquidity, Revlon's cash
flow from operations is not sufficient to meet the cash
requirements needed to fund its operations and the payment of the
8 5/8% senior subordinated notes in February 2008.

Revlon Consumer Products Corporation, headquartered in New York,
is a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which in turn is majority-owned by MacAndrews and
Forbes, which is wholly-owned by Ronald O. Perelman.  Revlon's net
sales for the twelve-month period ended September 2006 were
approximately $1.4 billion.


ROLAND PUGH: Files for Chapter 11 Protection in N.D. Alabama
------------------------------------------------------------
Roland Pugh Construction filed for chapter 11 protection on
Dec. 1, 2006, in the U.S. Bankruptcy Court for the Northern
District Of Alabama in Tuscaloosa.

The Honorable C. Michael Stilson is overseeing the company's
bankruptcy case.

In October, the U.S. District Court in Birmingham convicted the
company of one count each of bribery and conspiracy involving
Jefferson County sewer contracts.  The company was fined $250,000
each for the two counts, facing a maximum of $500,000 in
penalties.

The District Court also convicted Dougherty Engineering &
Associates, Rast Construction, and Eddie Yessick, Pugh Roland's
former president, for showering county officials with cash and
gifts between 1996 and 2003.

Kimberly B. Glass, Esq., at Maynard Cooper & Gayle PC represents
Roland Pugh.

Northport, Ala.-based Roland Pugh Construction is a contractor
specializing in heavy utility and municipal projects such as sewer
and drainage systems.


ROLAND PUGH: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Roland Pugh Construction Inc.
        400 McFarland Boulevard, Suite C-2
        Northport, AL 35476

Bankruptcy Case No.: 06-71769

Type of Business: The Debtor is a contractor specializing in
                  heavy utility and municipal projects such
                  as sewer and drainage systems.

Chapter 11 Petition Date: December 1, 2006

Court: Northern District Of Alabama (Tuscaloosa)

Judge: C. Michael Stilson

Debtor's Counsel: Kimberly B. Glass, Esq.
                  Maynard Cooper & Gayle PC
                  1901 Sixth Avenue North
                  2400 AmSouth/Harbert Plaza
                  Birmingham, AL 35203
                  Tel: (205) 254-1221
                  Fax: (205) 254-1999

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $$50,000 to $100,000

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Reynolds Inliner LLC             Subcontractor/         $65,935
1516 3rd Street West             Supplier, Job 40501
Birmingham, AL 35204             Shades Creek
                                 Sanitary Sewer
                                 Rehabilitation
                                 Contract 17

Russo Corporation                Subcontractor/         $30,378
P.O. Box 190048                  Supplier, Job 40513
Birmingham, AL 35219             Five Mile Creek
                                 Trunk Sewer
                                 Replacement

Stone & Sons Electrical          Subcontractor/          $2,473
Contractors                      Supplier
2530 Queenstown Road
Birmingham, AL 35210

Andy Pugh                        Potential 2005              $1
12600 Maxwell Road               Executive Bonus
Tuscaloosa, AL 35405

Eddie Yessick                    Potential Deferred          $1
2501 Trace Crossing              Executive Bonus &
Northport, AL 35473              Potential 2005
                                 Executive Bonus

Fred Young                       Executive 2005              $1
168 Washington Street            Executive Bonus
Boydton, VA 23917

Grady Pugh                       Claim for Stock             $1
2440 Brandonwood Road            Redemption
Tuscaloosa, AL 35406

Jason Brown                      Potential 2005              $1
652 Paden Drive                  Executive Bonus
Birmingham, AL 35226

Lauretta A. Harrell              Rate Payer                  $1
c/o Clay Homsby, Esq.            Complaint in
3500 Colonnade Pkwy., Ste. 100   Intervention Tax
Birmingham, AL 35243             Payer Complaint

Melissa Sahagun                  Potential Deferred          $1
104 Top O Tree Lane              Executive Bonus
Birmingham, AL 35244

State of Alabama                 Case #CV-05-728             $1
c/o Arthur Green, DA
701 Courthouse Annex
1801 3rd Avenue North
Bessemer, AL 35020-4973

United States of America         Fine for Case               $1
c/o Alice H. Martin              # CR 05-PT-61-S
1801 4th Avenue North
Birmingham, AL 35203


SALON MEDIA: Posts $500,000 Net Loss in 2007 Second Fiscal Quarter
------------------------------------------------------------------
Salon Media Group Inc. reported a net loss of $500,000 for its
2007 second fiscal quarter ended Sept. 30, 2006, compared with a
net loss of $200,000 for its second quarter the year before.

Total revenues for the quarter ended Sept. 30, 2006, were
$1.9 million, compared with $1.7 million a year ago.  Advertising
revenues increased to $1.3 million, compared with $900,000 a year
ago, a 49% increase.

Salon Premium revenues declined $100,000 to $400,000 compared with
$500,000 a year ago due to a drop in memberships.

On a non-GAAP pro forma basis, which excludes non-cash and non-
recurring items, Salon recorded a $200,000 net loss for the
current quarter compared with an essential break-even a year ago.

"We are encouraged by the 49% increase in our advertising revenues
in the September quarter, and also a 43% increase in quarter over
quarter unique Website visitors to 3.1 million," Salon chief
executive officer and president Elizabeth Hambrecht stated.  

"The increase in unique visitors helps Salon grow its advertising
revenues."  She added, "We continue to work on making it easier
for visitors to use our Website, which we believe will allow us to
serve more pages and therefore more advertisements.  We feel that
this will result in a further decline in Salon Premium
memberships, but will be more than offset by an increase in
advertising revenues."

The company's Sept. 30 balance sheet showed $5.840 million in
total assets, $1.513 million in total liabilities, and
$4.327 million in total stockholders' equity.

Full-text copies of the company's second fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?16a7

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Burr, Pilger & Mayer LLP expressed substantial doubt about Salon
Media Group, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended March 31, 2006.  The auditor pointed to the Company's
recurring losses, negative cash flows from operations and
accumulated deficit.

                         About Salon Media

Founded in 1995, Salon Media Group, Inc. (SALN.OB) --
http://www.salon.com/-- is an Internet publishing company.  Salon   
Media combines original investigative stories and personal essays
along with commentary and staff-written Web logs about politics,
technology, culture, and entertainment.


SALON MEDIA: Board Approves 20:1 Reverse Common Stock Split
-----------------------------------------------------------
Salon Media Group Inc.'s board of directors approved on Nov. 14,
2006, a reverse stock split of the company's authorized and
outstanding shares of common stock at a ratio of 20:1.

The reverse stock split was effective Nov. 15, 2006, the date the
company's Certificate of Amendment of Restated Certificate of
Incorporation was filed with the Delaware Secretary of State.

In the reverse stock split, each 20 outstanding shares common
stock was automatically reduced into one share of new common
stock.  Any holder that holds a fractional interest in old common
stock after the reverse stock split will receive cash in lieu of
any fractional shares upon presentation for exchange of the old
common stock.

The exercise or conversion price, as well as the number of shares
issuable under the company's outstanding stock options, warrants
and convertible preferred stock, will be proportionately adjusted
to reflect the reverse stock split and such adjustments, will, to
the extent required, be reflected in the unaudited financial
statements for the fiscal quarter ended Dec. 31, 2006, which will
be filed with the company's quarterly report on Form 10-Q for such
period.

                         About Salon Media

Founded in 1995, Salon Media Group, Inc. (SALN.OB) --
http://www.salon.com/-- is an Internet publishing company.  Salon   
Media combines original investigative stories and personal essays
along with commentary and staff-written Web logs about politics,
technology, culture, and entertainment.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
Burr, Pilger & Mayer LLP expressed substantial doubt about Salon
Media Group, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended March 31, 2006.  The auditor pointed to the Company's
recurring losses, negative cash flows from operations and
accumulated deficit.


SAFENET INC: Nasdaq Sets January 31 as Form 10-Q Filing Deadline
----------------------------------------------------------------
SafeNet Inc. reported that the NASDAQ Listing Qualifications Panel
recently informed the company that it has determined to continue
the listing of SafeNet's shares until Jan. 31, 2007 by which time
the company is to file its Forms 10-Q for the fiscal quarters
ended June 30, 2006 and Sept. 30, 2006, and any required
restatements.

"We continue to make significant progress in this complex effort
and believe we are nearing the end of the restatement process"
Walter Straub, SafeNet's Chairman and Interim CEO commented.
"While we understand this late rescheduling of the investor
meeting may be an inconvenience, we believe significantly more
value will be derived from this event if we reschedule for a time
when we can speak in detail not only about 2007 but also review in
detail and answer questions about restatements once they are
filed."

The company had scheduled an informal meeting for members of the
investment community to discuss 2007 for Friday, December 8th,
which it has determined will be rescheduled to correspond with the
timing of the filing of the restatements, allowing management to
answer the many expected questions, review the significant issues
disclosed therein as well as focus on 2007.

The company also intends to issue additional financial guidance by
this same time period.

"Since assuming my role about five weeks ago, we have participated
in a number of investor conferences and meetings" Mr. Straub
continued.  "Business continues to track as we have previously
communicated and we look forward to being able to focus on
developments, trends and expectations as soon as possible."

Headquartered in Belcamp, Maryland, SafeNet, Inc. (NASDAQ:SFNT)
-- http://www.safenet-inc.com/-- provides complete security  
utilizing its encryption technologies to protect communications,
intellectual property and digital identities, and offers a full
spectrum of products including hardware, software, and chips.

                             *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
SafeNet, Inc., received a purported Notice of Default from
Citibank, N.A., Trustee, under the Indenture relating to the
issuance of its $250 million 2-1/2% Convertible Subordinated Notes
Due 2010, as a result of the failure to file the Form 10-Q.  This
purported notice of default demands that the Company cure the
purported default within 60 days from the receipt of the notice of
default.  The Indenture provides that the trustee or holders of at
least 25% of the aggregate principal amount of the Notes may
accelerate repayment of the Notes if a default under the Indenture
is not cured within 60 days after the Company receives notice of
the default.


SBARRO INC: Earns $2.1 Million in 12-Weeks Ended October 8
----------------------------------------------------------
Sbarro Inc. reported $2.1 million of net income on $80 million of
total revenues for the twelve weeks ended Oct. 8, 2006, compared
with a $323,000 net loss on $79.3 million of total revenues for
the same period ended Oct. 9, 2005.

Sales by quick service restaurants and consolidated other concept
restaurants increased 1.3% to $75.5 million for the twelve weeks
ended Oct. 8, 2006 from $74.5 million for the twelve weeks ended
Oct. 9, 2005.  The increase in sales for the third quarter of 2006
is the result of $1.5 million or 2.1% of higher sales in the
company's quick service restaurants, with comparable restaurant
sales increasing by 4.8% offset, in part by fewer company owned
quick service restaurants in operation during 2006 and slightly
lower restaurant sales of the company's consolidated other
concepts as a result of the sale of a joint venture and two
company owned restaurants.  

Franchise related revenues increased to $3.3 million for the third
quarter of 2006 from $2.9 million in the third quarter of 2005,  
attributable to additional locations opened during the last twelve
months (net of closed locations).

Real estate and other revenues decreased by $700,000 in the third
quarter of 2006 from $1.9 million in the third quarter of 2005,
primarily attributable to a reduction in rental income in one of
the subsidiaries resulting from a tenant bankruptcy and a decrease
in certain food rebates the company receives based on franchisee's
level of purchase.

Cost of food and paper products as a percentage of restaurant
sales improved by 1.2 percentage points to 19.3% for the twelve
weeks ended Oct. 8, 2006 from 20.5% for the twelve weeks ended
Oct. 9, 2005.  The cost of cheese in the third quarter of 2006
averaged approximately $1.40 per pound compared to an average of
approximately $1.68 per pound for the third quarter of 2005.  This
$0.28 per pound improvement in cheese cost accounted for $600,000  
of the improvement.  Improved operational controls, combined with
selective price increases implemented in 2005, were the primary
reasons for the remainder of the improvement in cost of sales as a
percentage of restaurant sales.

Payroll and other employee benefits as a percentage of restaurant
sales was 26.5% in the third quarter of 2006 compared to 28.3% in
the third quarter of 2005.  Payroll costs decreased $1.1 million
as compared to the third quarter of 2005 as a result of improved
efficiencies and improved sales.

Other operating costs increased by $200,000 for the twelve weeks
ended Oct. 8, 2006 from the third quarter of 2005 and, as a
percentage of restaurant sales, decreased to 35.1% from 35.4%,
primarily attributable to an increase in bonus expense partially
offset by lower repairs and maintenance.

General and administrative expenses were $6.7 million for the
third quarter of 2006 compared to $5.6 million the third quarter
of 2005, primarily due to upgrades and additions to corporate and
franchise personnel and an increase in a long term executive bonus
plan accrual.

Interest expense of $7 million for the third quarters of both 2006
and 2005 relates primarily to the 11%, $255 million senior notes
the company issued to finance its going private transaction in
1999 and the 8.4%, $16 million mortgage loan on its corporate
headquarters building.

Equity in the net income of unconsolidated affiliates in other
concept restaurants in which the company has a 50% or less
ownership interest increased by $200,000 in the third quarter of
2006 from the third quarter of 2005 as a result of improved
performance.

In the third quarter of 2006 the company had an income tax credit
of $100,000 for changes in taxable income projections in states
that do not recognize Subchapter S corporation status of the
Internal Revenue Code, pursuant to which substantially all taxes
on income are paid by shareholders.  Tax expense of $500,000 for
the third quarter of 2005 was for taxes owed to jurisdictions that
do not recognize S corporation status or that tax entities based
on factors other than income and for taxes withheld at the source
of payment on foreign franchise income related payments.

At Oct. 8, 2006, the company's balance sheet showed $378.4 million
in total assets, $312.2 million in total liabilities, and
$66.2 million in total stockholders' equity.

                      Sources and Uses of Cash

The company has not historically required significant working
capital to fund existing operations and has financed capital
expenditures and investments in joint ventures through cash
generated from operations.

Net cash used in operating activities was $4.0 million for the
forty weeks ended Oct. 8, 2006 compared to $11.2 million used
during the forty weeks ended Oct. 9, 2005.  The decrease in net
cash used in operating activities was primarily attributable to a
lower net loss combined with a lower increase in prepaid expenses
partially offset by an accounts payable decrease.

Net cash used in investing activities was $900,000 higher in the
forty weeks ended Oct. 8, 2006 increasing to $9.0 million from
$8.1 million for the forty weeks ended Oct. 9, 2005.  The increase
was primarily due to increased restaurant remodeling partially
offset by proceeds from the sale of restaurant property and
equipment and capital contributions from partners to consolidated
joint ventures.

Full-text copies of the company's consolidated balance sheet for
the twelve week period ended Oct. 8, 2006, are available for free
at http://researcharchives.com/t/s?16a4

                            Merger

As disclosed in the Troubled Company Reporter on Nov. 30, 2006,
Sbarro has disclosed the terms of its merger agreement with
MidOcean SBR Holdings, LLC, and MidOcean SBR Acquisition Corp.
Under the merger agreement MidOcean Acquisition will be merged
with and into Sbarro Inc., with Sbarro Inc. continuing as the
surviving corporation.

Under the Merger Agreement, the stockholders of Sbarro will
receive, in the aggregate:

    (i) cash consideration of $417 million less adjusted debt;

   (ii) a distribution of certain cash of Sbarro in consideration
        for the delivery to Sbarro of certain shares of common
        stock of Sbarro Inc.; and

  (iii) a preferred interest in Holdings comprised of 33,000 Class
        A Units, each with an initial stated value of $1,000.

                        About Sbarro Inc.

Headquartered in Melville, New York, Sbarro, Inc. is a quick
service restaurant chain that serves Italian specialty foods.  As
of Oct. 8, 2006, the company owned and operated 479 and franchised
476 restaurants worldwide under brand names such as "Sbarro,",
"Umberto's," and "Carmela's Pizzeria".  The company also operated
25 other restaurant concepts and joint ventures under various
brand names.


                        *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2006,
Moody's Investors Service affirmed Sbarro Inc.'s Caa1 corporate
family and senior unsecured ratings and changed the outlook to
developing from positive3 following the announcement that it had
entered into an agreement to be acquired by private entity firm,
MidOcean Partners, LLC for cash consideration of $417 million less
adjusted debt.


SELECT MEDICAL: Increasing Expenses Cue S&P to Pare Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Mechanicsburg, Pennsylvania-based Select Medical Corp.  The
corporate credit rating was lowered to 'B' from 'B+'.

The rating outlook is negative.

"The rating downgrade reflects our increasing concern that the
hospital chain's operations and financial profile will continue to
be adversely affected by a particularly weak reimbursement
environment for long-term acute care hospitals, flat patient
volume, and increasing operating expenses," said
Standard & Poor's credit analyst David Peknay.

The low-speculative-grade rating reflects Select Medical's
relatively narrow service niche as an operator of long-term acute
care hospitals and outpatient rehabilitation clinics.  

In addition, regulatory and reimbursement concerns remain
prominent risks, particularly because about half of the company's
revenues are derived from Medicare.  The rating also reflects
Select Medical's debt-laden capital structure related to its 2005
LBO.  Though the company has demonstrated the ability to reduce
debt, weaker cash flow and weak earnings prospects will likely
keep debt levels high, consistent with the rating category.

Select Medical has evolved into the largest operator of LTACHs in
the U.S., and the second-largest operator of outpatient
rehabilitation clinics.

The company operates 93 LTACHs in 26 states, four inpatient
rehabilitation hospitals, and 605 outpatient rehabilitation
clinics in the U.S. and Canada.  Its LTACH portfolio includes
nearly one-quarter of the 400 or so facilities that comprise the
entire LTACH market.

Historically, most of Select's hospitals operated in a "hospital-
within-a-hospital" business model, with each separately licensed
facility residing in leased space within general acute care
hospitals.  Regulatory changes regarding a limit to the percentage
of patients that can be derived from the host hospital is forcing
Select to increase its portfolio of freestanding LTACH facilities.

The risks of reimbursement and regulatory changes are exacerbated
by the high debt burden that originally resulted from Select's LBO
and $100 million acquisition in 2005 of SemperCare.
s
Standard & Poor's believe leverage could approach 6.0x by
mid 2007. Should this occur, the company could potentially violate
its key bank covenants.


SEMINOLE TRIBE: Hard Rock Deal Prompts Moody's to Hold Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of the Seminole
Tribe of Florida after the disclosure that it has contracted to
acquire Hard Rock International, Inc. from The Rank Group Plc for
approximately $965 million.

Ratings affirmed include the Tribe's Ba1 corporate family rating,
Ba1 probability of default rating, and Ba1/LGD4 senior notes.

The ratings outlook is negative.

The Tribe expects to fund the purchase price from a combination of
debt issued by a new Hard Rock operating company that will be
organized as a stand-alone, non-recourse entity along with equity
funding from the Tribe's Gaming Division.  The transaction is
expected to close in March 2007.

The affirmation considers that although the Tribe's Gaming
Division will likely issue a significant amount of debt to finance
its equity contribution to the new Hard Rock operating company,
pro forma debt/EBITDA based on the current agreement will be at or
near 1.5x, a level consistent with an 'A' indicated rating
category pursuant to Moody's Global Gaming Rating Methodology.

The affirmation also takes into account the continued strong
operating performance of the Gaming Division, the high quality of
the Tribe's casino assets, the favorable demographics of the
densely populated central and southern Florida gaming markets, and
the expectation that the Tribe's lawsuit against Power Plant  will
not negatively impact the Tribe's financial results over the near-
term given that Power Plant has no operational ties to the casino.

The negative ratings outlook continues to reflect the complexity
of the Tribe's lawsuit against Power Plant as well as the
uncertainty associated with the outcome, particularly given the
lack of legal precedent with respect to this particular type of
lawsuit between a Native American Tribe and a commercial casino
developer.

This makes it difficult for Moody's to assume that any legal
ruling will be neutral or favorable to the Tribe, or identify any
medium to long-term possible unintended consequences that may
impact the Tribe's casino operations.

The negative outlook also takes into account that despite the
completion of fieldwork in Dec. 2005 and the Tribe's expectation
that there will not be NIGC audit issues that will negatively
impact the Tribe and/or its casino operation, the NIGC has not yet
issued its findings.  Any material adverse legal decision or audit
finding that impairs the Tribe's ability to operate its casino at
its current level could result in a ratings downgrade.

Although not currently anticipated, significantly higher levels of
leverage could also have a negative impact on ratings. According
to the senior note bond indentures, additional debt and dividends
are limited by a 3.5:1 senior debt leverage ratio, a 4.5:1 total
debt leverage ratio, and a 3.0:1 debt service coverage ratio.

Actual leverage at or near these levels would not be considered
appropriate for the Tribe's Ba1 CFR.  Separately, the indentures
do not permit the issuance of any additional debt that would rank
senior to the existing notes, although parity debt can be issued.

Moody's previous rating action related to the tribe occurred on
Sept. 28, 2006 when probability of default ratings and LGD
assessments were assigned to the company as part of the general
roll-out of the LGD product.

The Seminole Tribe of Florida is a federally recognized Indian
tribe with enrolled membership of about 3,200 members, most of who
reside on Tribal lands in Florida.  The Tribe owns and operates
six Class II gaming facilities located on Tribal lands throughout
southern and central Florida.  The gaming operations are managed
by the Seminole Gaming Division, an organizational unit of the
Tribal government with no separate legal existence.


SENSATA TECHNOLOGIES: Moody's Holds B2 Rating with Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Sensata Technologies B.V.'s B2
corporate family and probability of default ratings.

Moody's rating affirmation pertains to Sensata's pending
acquisition of First Technology Automotive and Special Products
from Honeywell and its subsequent financing via a $95 million add-
on to Sensata's existing senior secured Term Loan B.

Moody's also affirmed all other ratings for Sensata.

The rating outlook remains stable.

The ratings reflect Sensata's high leverage, low interest
coverage, relatively low free cash flow relative to debt levels
and limited tangible asset protection.  

Additionally, Moody's notes that Sensata's highly levered capital
structure and short operating history as a stand-alone company
creates additional concerns.  

The primary factors supporting Sensata's ratings are:

   -- its track record of stable cash flow generation and margin    
      expansion;

   -- long standing customer relationships;

   -- significant barriers to entry in Sensata's core markets;
      and

   -- above-average revenue visibility and significant enterprise
      value support.

Moody's believes that the $90 million FTAS transaction is
relatively small and the $95 million of increased debt does not
materially affect credit risk.  Synergies appear to be a major
driver for the acquisition.

Additionally, Moody's believes that FTAS's higher growth steering
angle sensors and fuel level sensor product platforms compliment
Sensata existing product portfolio.

While the transaction will be financed entirely with debt, Moody's
does not believe that it will result in a material change to the
company's leverage.  If presumed synergies materialize towards the
latter end of the rating horizon, the transaction would result in
increased cash flow and could facilitate slightly faster debt
reduction than originally contemplated when Moody's first rated
the company in April 2006.

Sensata designs and manufactures sensors and electrical and
electronic controls and has business and technology development
centers in Attleboro, Massachusetts, Holland and Japan and
manufacturing operations in Brazil, China, Korea, Malaysia, and
Mexico, as well as sales offices around the world.  Revenues for
the trailing twelve months ended June 30, 2006 were approximately
$1.1 billion.


SESI LLC: S&P Rates Proposed $400 Mil. Exchangeable Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured rating to oilfield services firm SESI LLC's proposed
$400 million exchangeable notes due 2026.  

At the same time, Standard & Poor's affirmed SESI's and parent
Superior Energy Services Inc.'s 'BB' corporate credit rating and
'BB-' rating on the $300 million senior unsecured notes.

The outlook is stable.

Pro forma for the proposed $400 million note offering, Harvey,
Louisiana-based SESI is expected to have about $739 million of
debt, adjusted for operating leases.

The notes are guaranteed by SESI parent, Superior.

Superior intends to use the proceeds for the Warrior Energy
Services Corp. acquisition, $160 million of the net proceeds, to
repurchase shares of its common stock and various costs associated
with the offering.

The ratings on Superior reflect the company's exposure to the
cyclical oil and gas industry and a growing crude oil and natural
gas production business, viewed as higher risk than the remainder
of Superior's business portfolio.  Solid financial measures, good
cash flow generation, and increasing geographic diversity buffer
these weaknesses.

"The stable outlook reflects the expectation that Superior will
remain focused on its core services business," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.

"In addition, Superior is expected to continue to make
opportunistic acquisitions, while maintaining a moderate financial
policy," she continued.

If the EBITDA contribution from Superior's oil and gas segment
increases dramatically, or if that segment exhibits greater-than-
expected volatility, ratings would be pressured.

On the other hand, if Superior can successfully expand away from
the Gulf of Mexico and bolster its business risk profile,
ratings could be raised over the medium to long term.


SESI LLC: Moody's Withdraws Ba3 Rating on $200 Mil. Secured Loan
----------------------------------------------------------------
Moody's Investor's Service affirmed with a negative rating outlook
SESI, L.L.C.'s Ba3 Corporate Family Rating, Ba3 Probability of
Default Rating, and B1 rated senior unsecured notes guaranteed by
Superior Energy Services, Inc., with the LGD assessment changed to
LGD4, 60% from LGD5, 71%.

At the same time, Moody's withdrew the Ba3 rating on SESI's
$200 million secured term loan facility, as the facility has been
terminated.  The rating action follows Superior's announcement
that it intends to issue $350 million in unsecured convertible
notes due 2026, with a $50 million green-shoe option.

Proceeds from the convertible notes will effectively be used to
finance 100% of the cost of Superior's acquisition of Warrior
Energy Services Corporation.  The Warrior transaction is expected
to close by year-end 2006.

The negative rating outlook reflects Superior's increasingly
aggressive growth strategy and financial policies.

Moody's considers the use of convertible debt to finance 100% of
the Warrior transaction, as opposed to the terms presented to
Moody's at the time of our last press release in which
approximately 55% of the transaction was to be debt financed, to
be financially aggressive.

In addition, the Warrior transaction represents the company's
second material transaction, after its investment in Coldren
Resources, that the company has undertaken in a relatively short
amount of time at purchase prices that Moody's considers to be
high.  

The company's pro-forma capital structure, both direct and
implicit with Coldren's debt, may be incompatible with the Ba3
Corporate Family Rating in the event of a significant sector
slowdown.  There remains little flexibility in the rating at the
current level for a slippage in operating performance, further
increases in financial leverage, or additional debt financed
acquisitions or share repurchases.

Implicit in the rating affirmation is that Superior will take
actions to reduce its direct and implicit debt burden prior to a
material erosion in cash flow.  The ratings affirmation also
reflects Superior's improving profitability and returns, the
company's scale and product diversification, with strong market
positions in the niche businesses in which it participates, its
considerable production-related focus, and the company's ability
to provide a broad array of services in an integrated fashion,
which place the company's overall profile in line with its Ba3
rated peers.

The 100% debt financing of the Warrior acquisition is expected to
increase Superior's leverage to 2.1x Debt/EBITDA  from 1.2x based
on the last twelve months EBITDA ending Sept. 30, 2006.  In
addition, Moody's estimates that debt/capitalization will increase
to 57% form 37% at Sept. 30, 2006.

As Moody's has previously noted, the Warrior acquisition
represents a purchase price of approximately 9.4x last twelve
months ending June 30, 2006 EBITDA and about a 84% premium to
Warrior's closing price on September 22, 2006, which Moody's
considers high.  Superior projects considerable increases in both
Warrior's and its consolidated EBITDA in 2007.

However, Moody's notes that it is late in a very prolonged up
cycle and that the company could be faced with a potential
softening in demand for oilfield services during the course of
2007 and into 2008 as a result of lower commodity prices and new
capacity additions.

Furthermore, Superior plans to ramp up its capital spending levels
in 2007, and Moody's believes there is a risk that the company
could rely on debt to finance cash shortfalls, particularly in the
event of a weakening in sector demand.

The convertible notes will provide an immediate degree of value
transfer from the bonds to equity, since part of the proceeds will
be used to offset the potential impact to equity through a
synthetic hedge and stock buybacks.  A portion of Superior's
convertible note proceeds will be used to pay for the net cost of
hedge transactions, which serve to protect the equity from
dilution.  

The hedge transactions include Superior's purchase of a call
option equal to the conversion price of the notes and the sale of
warrants with a higher strike price, effectively increasing the
underlying conversion premium and making conversion harder to
achieve.  

While approximately $233 million of the proceeds will be used to
fund the $175 million cash purchase price of the Warrior
acquisition, refinance Warrior's existing debt, and to pay related
fees and expenses, the company will use the remaining proceeds
from the offering, as well as a portion of cash on the balance
sheet, to buy back up to $160 million in common stock.

The stock repurchase offsets the 5.3 million shares of common
equity issued in the Warrior acquisition, as well as the degree of
short selling that has become a feature of convertibles.  The use
of a portion of the proceeds to purchase the hedge transactions
and purchase stock increases the effective coupon on the notes.

The ratings could face downward pressure if management pursues
aggressive operating and financial policies, including increasing
its financial leverage to a range unable to withstand the
company's business risk profile, debt financing material
acquisitions or share repurchases, materially growing its oil and
gas operations, or increasing its business risk profile through
drilling risk exposure.

The outlook could stabilize if management is successful in meeting
its projections and reducing its direct and implicit debt burden,
integrating and growing the Warrior operations, and managing
capital spending within cash flow.

Superior Energy Services, Inc. is headquartered in Harvey,
Louisiana.


SIMON WORLDWIDE: Sept. 30 Stockholders' Deficit Tops $5.198 Mil.
----------------------------------------------------------------
Simon Worldwide Inc. reported a $728,000 net loss for the third
quarter ended Sept. 30, 2006, compared with a $1.555 million net
loss for the same period in 2005.  Simon Worldwide did not have
any revenue in these periods.

At Sept. 30, 2006, the company's balance sheet showed
$28.283 million in total assets, $1.420 million in total current
liabilities, and $32.061 million in redeemable preferred stock,
resulting in a $5.198 million stockholders' deficit.

The company's stockholders' deficit at Dec. 31, 2005, stood at
$841,000.

Full-text copies of the company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?16a9

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 5, 2006, BDO
Seidman LLP expressed substantial doubt about Simon Worldwide's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2005.  
The auditing firm points to the Company's significant losses from
operations, lack of operating revenue, and stockholders' deficit.

As a result of the loss of its customers, the Company no longer
has any operating business.  Since August 2001, the Company has
concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations and pending litigation.  
As a result of these efforts, the Company has been able to resolve
a significant number of outstanding liabilities that existed at
December 31, 2001, or arose subsequent to that date.  At June 30,
2006, the Company had reduced its workforce to 4 employees from
136 employees at December 31, 2001.  The Company is currently
managed by the Chief Executive Officer, together with a principal
financial officer and an acting general counsel.

                      About Simon Worldwide

Headquartered in Los Angeles, California, Simon Worldwide Inc. was
a diversified marketing and promotion agency with offices
throughout North America, Europe and Asia.  The Company had worked
with some of the largest and best-known brands in the world and
had been involved with some of the most successful consumer
promotional campaigns in history.  Through its wholly owned
subsidiary, Simon Marketing Inc., the company provided
promotional agency services and integrated marketing solutions
including loyalty marketing, strategic and calendar planning, game
design and execution, premium development and production
management.

Before August 2001, the company was a multi-national, full service
promotional marketing company.  In August 2001, McDonald's Corp,
its principal customer, terminated its 25-year relationship with
the company as a result of the embezzlement by a former employee
of winning game pieces from McDonald's promotional games it
administered.  Other customers also terminated their relationships
with the company.


SMALL WORLD: Posts $2.6 Million Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Small World Kids, Inc., incurred a $2,635,766 net loss for three
months ended Sept. 30, 2006, compared to a $1,205,500 net loss for
the same period in the prior year.  The company's losses
principally resulted from the cost of being public, research and
development, general and administrative, sales and marketing
expenses and significant interest expense associated with its
capital structure.

Net sales for the three months ended Sept. 30, 2006, decreased
$1,227,000 or 12.9% from the same period one year ago.  The
revenue decrease is mainly attributable to the decrease of
$2,226,000 and $692,000 in sales to the specialty toy and national
chain channels, respectively, over the three months ended
Sept. 30, 2005.  Partially offsetting the decline in revenue was
an increase in sales to mass retailers of $1,923,000 for the three
months ended Sept. 30, 2006, over the comparable prior year
period.

At Sept. 30, 2006, the company's balance sheet showed $23,965,756
in total assets and $24,854,945 in total liabilities, resulting in  
$889,189 stockholders' deficit.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1698

                       Going Concern Doubt
                           
Stonefield Josephson, Inc., expressed substantial doubt about
Small World Kids, Inc.'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
principal debt obligations of $4.7 million due in 2006,
significant net losses since inception, as well as the company's
accumulated deficit of $10 million and cash used for operating
activities during the year ended Dec. 31, 2005, amounting to
$2.7 million.

                          About Small World
                         
Headquartered in Nevada, Small World Kids, Inc., --  
http://www.smallworldkids.net/-- formerly known as SavOn Team   
Sports, Inc., acquired Fine Ventures, LLC, a Nevada limited
liability company, and Small World Toys, a California corporation
in May 2004.  The company is now a holding company and has no
significant business operations or assets other than their
interest in Small World Toys.  Fine Ventures LLC is a wholly owned
subsidiary with no business operations or assets.  Since the
acquisition of Small World Toys, the company has been engaged in
the development, manufacturing, marketing and distribution of
educational and developmental toys.


SOLO CUP: Posts $19.7 Million Net Loss in Quarter Ended October 1
-----------------------------------------------------------------
Solo Cup Company incurred a $19.7 million net loss on
$620.6 million of net revenues for the three months ended Oct. 1,
2006, compared to a $9.4 million net loss on $620.2 million of net
revenues for the same period in 2005.

The company said the net sales reflect an increase in average
realized sales price, partially offset by lower sales volumes.  
The increase in average realized sales price reflects price
increases implemented over the past year in response to higher
paper and resin costs.  The volume decrease reflects general
industry trends as well as the effects of competitive pressure in
the marketplace.

The 2006 loss reflects a non-cash charge of $228.5 million for the
impairment of goodwill and a non-cash charge of $112.8 million to
income tax expense to increase the valuation allowance for
deferred tax assets.  The goodwill impairment charge reflects the
results of a previously announced valuation test performed as of
July 2, 2006, which was initiated based on a combination of
factors, including continued net losses and significant increases
in raw material and petroleum prices.

At Oct. 1, 2006, the company's balance sheet showed $1.6 billion
in total assets and $1.5 billion in total liabilities and a
$45.6 million positive equity.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1697

Commenting on the company's third-quarter results, Robert M.
Korzenski, Chief Executive Officer, said: "Our results were
impacted by a continued challenging industry environment,
increased raw material costs and isolated inventory management
issues.  While we have seen some relief in certain raw material
costs, we expect the challenging business environment to continue
for the remainder of the year.  We intend to address these
economic, competitive and operational issues by improving our
manufacturing and supply chain efficiencies, decreasing our
selling, general and administrative expenses and optimizing our
sales and marketing organization.  Through these efforts, we
expect to position the business to meet competitive industry
challenges, improve our overall financial performance, and create
value for our investors in 2007 and beyond."

               Fourth Quarter Expectations

Based on the company's performance year-to-date, the company
currently expects to generate net sales of between $600 million
and $650 million for the fourth quarter of 2006. Operating income
is expected to increase slightly versus the third quarter of 2006
due primarily to moderating raw material costs.  Cash flow from
operations is also expected to be positively impacted by
moderating raw material costs, as well as a reduction in inventory
levels.  Capital expenditures are expected to be approximately $10
million for the fourth quarter.

In addition, during the balance of the year, the company intends
to quickly implement the previously announced initiatives designed
to reduce costs and improve manufacturing efficiencies.  Mr.
Korzenski stated, "The independent consulting firm that we engaged
during the third quarter has completed its diagnostic work in the
supply chain/operations area, and implementation of the plan
developed as a result of that work is under way.  In addition, we
have expanded the scope of the project being led by our consulting
firm to address commercial optimization and general and
administrative expenses.  Based on this diagnostic, by year end we
expect to launch an integrated performance improvement program
that will be designed to impact all key value levers, accelerate
the company's turnaround and ensure sustainability."

                       Subsidiary's Assets Sold

In the third quarter of 2006, the company's management approved a
plan to sell certain assets of its Japanese subsidiary, Solo Cup
Japan Co. Ltd.  These assets were classified as assets held for
sale as of Oct. 1, 2006, and are included in other current assets
on the company's Consolidated Balance Sheet.  The company
recognized an impairment loss of $5.2 million during the three
month period ended Oct. 1, 2006, to adjust the carrying value of
the assets to their fair value of approximately $7.9 million.  The
company executed a sale agreement related to these assets in
October 2006.

Headquartered in Highland Park, Illinois, Solo Cup Company --
http://www.solocup.com/-- manufactures disposable paper and  
plastic food and beverage containers used in the foodservice and
retail consumer markets.   Products include cups, lids, straws,
napkins, cutlery, and plates.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2006
Moody's Investors Service is continuing the review for possible
downgrade of Solo Cup Company first initiated on Aug. 16, 2006 and
reiterated on Sept. 15, 2006.  Although Solo Cup has met its
obligation to file financial statements and has completed its
previously announced review of accounting issues, Moody's
continues to have concerns regarding liquidity and ongoing
business strategy.

Moody's held B2 ratings on $150 million senior secured revolving
credit facility maturing Feb. 27, 2010, and on $635 million senior
secured term loan B due Feb. 27, 2011; Caa1 rating on $80 million
senior secured second lien term loan due Feb. 27, 2012; Caa2
rating on $325 million 8.5% subordinated notes due Feb. 15, 2014.

Moody's expects to conclude the review by the end of January 2007.


STANDARD AERO: Contract Extension Cues Moody's Stable Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Standard Aero
Holdings, Inc., Corporate Family Rating of B2, and has changed the
ratings outlook to stable from negative.

The change in outlook was prompted by the company's recent
disclosure that it has negotiated an extension of its contract
with a key customer, Kelly Aviation Center, L.P., assuring
Standard Aero will be the sole subcontractor for Maintenance,
Repair, and Overhaul work on KAC's Kelly Air Force Base contract
through 2010.  

Standard Aero has a Speculative Grade Liquidity Rating of SGL-3.

The ratings reflect Standard Aero's high degree of leverage,
modest levels of liquidity, and revenue concentration risk
associated with its MRO line of business.

Ratings also consider the company's historically stable, recurring
revenue base, the successful renegotiation of a major contract and
its strong market position in the engine platforms in which is
competes.

The stable outlook reflects Moody's expectation that the company
will modestly grow its sales base, albeit at lower operating
margins as the effects of the amended KAC contract become more
apparent.  Nonetheless, Moody's expects credit metrics to remain
approximately within the B rating category, while free cash flow
should remain modestly positive over the near term.  Liquidity and
debt levels will be subject to periodic use of the liquidity
facility owing to short-term working capital needs as contract
commitments may require.

Ratings or their outlook could be revised upward if the company
were to restore operating margins to over 10% while substantially
repaying debt such that Debt/EBITDA were to fall below 4x for a
sustained period.  Upward rating consideration would also be
supported if the company could achieve significant diversification
in its sales base, becoming less reliant certain engine platforms,
with less concentration on MRO business in general.

Ratings could be negatively affected if Standard's operating
performance were to deteriorate materially, or if the company were
to undertake a large leveraged acquisition or
re-capitalization, such that leverage were to exceed 6x
Debt/EBITDA, EBIT/Interest were to fall below 1.3x

A downgrade could also be warranted the company's liquidity
profile were to substantially weaken for any reason, or if
compliance with financial covenants prescribed by the secured
credit facilities becomes doubtful.

These are the rating actions:

   -- Senior secured revolving credit facility at Ba3,LGD2, to
      28% from 29%;

   -- Senior secured term loan at Ba3, LGD2, to 28% from 29%;

   -- Senior subordinated notes at Caa1 LGD5, to 80% from 81%;

   -- Corporate Family Rating of B2;

   -- Probability of Default Rating of B2; and,

   -- Speculative Grade Liquidity Rating of SGL-3

This rating has been withdrawn:

   -- Senior unsecured issuer rating of B3

Standard Aero Holdings, a Delaware corporation, is a provider of
MRO services to the military, regional and business aircraft
after-markets.


STEAKHOUSE PARTNERS: Sept. 30 Working Capital Deficit Tops $11.1MM
------------------------------------------------------------------
Steakhouse Partners Inc. reported an $812,000 net loss on
$11.649 million of revenues for the third fiscal quarter ended
Sept. 26, 2006, compared with a $673,000 net loss on
$12.063 million of revenues in the comparable period in 2005.

At Sept. 30, 2006, the company's balance sheet showed
$29.153 million in total assets, $22.787 million in total
liabilities, and $6.366 million in total stockholders' equity.

The company's Sept. 30 balance sheet showed strained liquidity of
$11.167 million with $1.533 million in total current assets
available to pay $12.700 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?16aa

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2006, Mayer
Hoffman McCann P.C. in San Diego, California, raised substantial
doubt about Steakhouse Partners Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2004, and 2005.  The
auditor pointed to the company's losses and working capital
deficiency.

                     About Steakhouse Partners

Steakhouse Partners Inc. owns and operates 25 full-service
steakhouse restaurants located in eight states.  The restaurants
specialize in complete steak and prime rib meals, and also offer
fresh fish and other lunch and dinner dishes.  The Company serves
approximately 2.5 million meals annually and operates principally
under the brand names of Hungry Hunter, Hunter Steakhouse,
Mountain Jack's and Carvers.

Steakhouse Partners filed for Chapter 11 protection on
Feb. 15, 2002 (Bankr. C.D. Calif. (Riverside Div.) Case No.
02-12648).  The Company emerged from bankruptcy on Dec. 31, 2003,
pursuant to a Plan of reorganization.  As a result of the Plan of
Reorganization, all shares of the Company's common stock,
preferred stock, stock options and warrants outstanding as of
Dec. 31, 2003, were cancelled and no longer exist.

On March 22, 2004, 4,500,000 shares of the Company's "new" common
stock were issued in connection with the Company's emergence from
bankruptcy.  As of that date, the only validly issued and
outstanding shares of the Company's common stock are those, which
have been issued by the Company since March 22, 2004, and trade
under the symbol "STKP.PK".


TAG-IT PACIFIC: Earns $13.4 Million in Third Quarter of 2006
------------------------------------------------------------
Tag-it Pacific Inc. reported a $339,117 of net income on
$13.4 million of net sales for the third quarter ended Sept. 30,
2006, compared with a $10.3 million net loss on $9.5 million of
net sales for the same period in 2005.

The increase in sales for the three months ended Sept. 30, 2006,
as compared with the same period in 2005 was due to double-digit
revenue growth in all of the company's product categories, despite
lower sales of trim products in Mexico and the shift of both U.S.
and Mexico production from these areas to Asia and other worldwide
markets.  

Sales in the three months ended Sept. 30, 2005, was negatively
impacted by the business restructuring that began in the third
quarter of 2005 closing the Mexican assembly and U.S.
manufacturing facilities, including the discontinuance of the
thread product line in said period.

Operations in the third quarter of 2006 was positively affected by
lower cost of sales and interest expenses in the third quarter of
2006, compared with the same period in 2005.  Cost of sales was
$9.2 million or $2.3 million less than cost of sales for the same
period in 2005, attributable to costs associated with sales volume
changes, improved product margins, reduced distribution charges
since more products are now sourced and delivered within the same
market place, reduced manufacturing and assembly overhead costs,
and lower provisions for obsolescence as inventory levels have
been reduced and turns accelerated.

Interest expense decreased by approximately $106,000 for the three
months ended Sept. 30, 2006, as compared with the same period in
2005, due primarily to lower average borrowings.

Cash and cash equivalents for the nine months ended Sept. 30,
2006, increased $1,449,000 from Dec. 31, 2005, principally arising
from cash generated by operating activities, net of payments on
notes payable and capital leases.

At Sept. 30, 2006, the company's balance sheet showed
$27.7 million in total assets, $26.1 million in total liabilities,
and $1.5 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?1606

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 7, 2006,
Singer Lewak Greenbaum & Goldstein, LLP, in Los Angeles, Calif.,
raised substantial doubt about Tag-It Pacific, 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 incurred net losses
and accumulated deficiencies.

                       About Tag-It Pacific

Tag-It Pacific, Inc., -- http://www.tagitpacific.com/--   
distributes apparel items to fashion manufacturers United
States, Hong Kong, Mexico, the Dominican Republic, and Central
and South America.  Also it offers formed wire metal zippers for
the jeans and sportswear industries.


THERMADYNE HOLDINGS: Incurs $5.7 Million Net Loss in Third Quarter
------------------------------------------------------------------
Thermadyne Holdings Corporation posted a $5.7 million net loss on
$127.2 million of net revenues for the three months ended Sept.
30, 2006, compared to a $4.9 million net loss on $117.9 million of
net revenues for the same period in 2005.

Net sales for the three months ended Sept. 30, 2006, increased
approximately $8 million as a result of price increases, and
$2 million of new product introductions and product growth.  These
increases were offset by a decrease in net sales of approximately
$1 million from the impact of foreign currency translation.  Net
sales in the third quarter of 2006 were reduced by $5.4 million
for rebates paid to customers compared to $4.5 million in the
third quarter of 2005.  The increase in rebates result from
increased sales volume to customers achieving volume levels
providing higher rebate percentages.

At Sept. 30, 2006, the company's balance sheet showed
$555.2 million in total assets and $442.8 million in total
liabilities and a $112.4 million positive equity.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16a1

                         Filing Delay

The company said that its Form 10-Q filing ended Sept. 30, 2006,
was delayed as a result of the recently completed restatements of
prior-period results and to allow for its new independent
registered public accounting firm, KPMG, LLP, to conduct its
review of the Company's interim financial statements.

                  New Principal Accounting Officer

On Nov. 14, 2006, the Board of Directors appointed Mark F. Jolly,
Vice President & Global Controller, to the position of Principal
Accounting Officer.

                          About Thermadyne

Based in St. Louis, Missouri, Thermadyne Holdings Corporation
(Pink Sheets: THMD) -- http://www.Thermadyne.com/-- markets  
cutting and welding products and accessories under a variety of
brand names including Victor(R), Tweco(R), Arcair(R), Thermal
Dynamics(R), Thermal Arc(R), Stoody(R), and Cigweld(R).
Its common shares trade under the symbol THMD.PK.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, confirmed the Caa1
Corporate Family Rating for Thermadyne Holdings Corporation, as
well as the Caa2 rating on the company's $175 Million 9.25% Senior
Subordinate Notes due Feb. 1, 2014.  Those debentures were
assigned an LGD5 rating suggesting noteholders will experience a
73% loss in the event of default.


TRAVELPORT INC: Worldspan Merger Deal Cues S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Travelport Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.

The CreditWatch placement is based on the disclosure that the
travel distribution company has entered into a merger agreement
with Worldspan L.P.

Travelport reported that it has loaned $250 million to Worldspan
in exchange for payment-in-kind notes, consisting of
$125 million through cash funded by one of Travelport's parent
companies and $125 million through cash on hand.

"The combination of Travelport and Worldspan is expected to result
in new revenue opportunities as well as $50 million of operating
synergies for the combined entity," said Standard & Poor's credit
analyst Betsy Snyder.

"However, the financial profile of the combined entity could be
weaker than Travelport's current stand-alone financial profile."

Completion of the merger will depend on approval by government
regulatory authorities.  Standard & Poor's will assess synergies
from the proposed merger as well as Travelport's pro forma
financial profile in resolving the CreditWatch.

Parsippany, New Jersey-based Travelport is a major travel
distributor that operates in both the business-to-business sector,
primarily through Galileo and GTA; and business-to-consumer
sector, primarily through Orbitz, ebookers, and CheapTickets, on a
global basis.  The company was acquired on Aug. 23, 2006, by the
Blackstone Group for $4.3 billion from Cendant Corp.

The B2B sector, which accounts for approximately 71% of the
company's revenues for the 12 months ended March 31, 2006, focuses
primarily on electronic travel distribution services that connect
travel suppliers to travel agencies, who then distribute these
services to their customers.  

The revenue base is diverse, with approximately 35% derived from
the Americas, 50% from Europe, the Middle East, and Africa, and
15% from the Asia-Pacific region.  Airline bookings account for
the majority of revenues.  Major competitors include Sabre,
Amadeus Global Travel Distribution S.A., and Worldspan L.P.
Galileo achieved a 23% worldwide share of GDS-processed segments
in 2005, including a 23% share in Europe, the second-largest
market behind the U.S.

Other B2B businesses include GTA, a global travel wholesaler that
provides hotel rooms, ground travel, sightseeing, and other
destination services to travel agents and tour operators; and
website hosting for airlines and other data services.

The B2C sector, approximately 29% of revenues for the 12 months
ended March 31, 2006, focuses on offering travel products and
services directly to consumers, primarily through online travel
agencies.  In this sector, Travelport generates approximately 73%
of revenues in the U.S. through Orbitz and CheapTickets, and 27%
in international markets through ebookers, and various
hotel-focused sites.  In this sector, Expedia Inc. holds the
largest market share, with Sabre's Travelocity a major
participant.


TREY RESOURCES: Sept. 30 Balance Sheet Upside-Down by $2.4 Million
------------------------------------------------------------------
Trey Resources, Inc., reported a $147,316 net loss for the three-
month period ending Sept. 30, 2006, as compared to a net loss of
$510,814 for the three-month period ending Sept. 30, 2005.

Revenues for the three-month period ended Sept. 30, 2006 were
$1,787,949, as compared to sales of $1,139,094 for the three-month
period ending Sept. 30, 2005, an increase of $648,855, or 57.0%.
These sales were all generated by the Company's operating
subsidiary, SWK Technologies, Inc.  SWK's sales increased as the
result of increased focus by management on marketing and sales
across all its product lines, as well as a contribution to sales
from AMP-Best Consulting, Inc, which SWK acquired on June 2, 2006.

The company's balance sheet at Sept. 30, 2006 showed $3,450,783 in
total assets, and $5,876,453 in total liabilities, resulting in a
stockholders' deficit of $2,425,670.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16a8

                       Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, expressed substantial
doubt about Trey Resources, Inc.'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 substantial accumulated deficits and operating losses.

                      About Trey Resources

With principal offices and facilities at Livingston, New Jersey,
Trey Resources, Inc. are business consultants for small and medium
sized businesses and value-added resellers and developers of
financial accounting software.  The company also publishes its own
proprietary EDI software.  The sale of the company's financial
accounting software is concentrated in the northeastern United
States, while their EDI software and programming services are sold
to corporations nationwide.


U.S. ENERGY: Countryside Updates Unitholders on USEB Bankruptcy
---------------------------------------------------------------
Countryside Power Income Fund is updating its unitholders in
respect to the filing by U.S. Energy Biogas Corporation for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

The update is being provided now that the Fund has had an
opportunity to review the filing by USEB, consult with
professional advisors and consider, on a preliminary basis, and
the implication of the filing to the Fund.

                  The Fund's U.S. Investments

As part of its business, the Fund holds indirect investments in 22
renewable power and energy projects located in the United States
owned by USEB and its subsidiaries.  These projects currently have
approximately 51 megawatts of electric generation capacity and
sold approximately 710,000 MMBtus of boiler fuel in 2005.  USEB is
a company unrelated to the Fund and has its own management and
operations staff.

The Fund's investment in these projects consists of loans to USEB,
as well as a convertible royalty interest in USEB.  The USEB Loan
is secured by a first lien on all of USEB's assets, including
reserve accounts (currently holding approximately $32 million of
liquid assets) required to be established and funded under the
loan agreement.  The total amount of the USEB Loan is currently
CDN102 million.  In the twelve-month period ended Sept. 30, 2006,
the interest and principal payments to the Fund pursuant to the
USEB Loan accounted for approximately 33% of the Fund's
distributable cash.

The USEB Loan pays principal and interest monthly, based on a
mortgage-style amortization schedule, such that interest income
from the loan will decrease on a year over year comparative basis.  
USEB has made all required payments to the Fund under the USEB
Loan, including payment due Nov. 30, 2006.  However, as previously
disclosed by the Fund, prior to the filing for reorganization USEB
was in default under its loan agreement because it had failed to
deliver to the Fund during fiscal 2006 certain required financial
statements.

                          Loan Dispute

Prior to the filing by USEB, the Fund had been seeking delivery of
the missing financial statements.  Further, the Fund had been in
discussions with USEB concerning the restructuring of the USEB
Loan in light of the fact that USEB might face cash flow problems
in the first quarter of 2007.  USEB rebuffed the Fund's attempts
to restructure the loan.  Instead, USEB chose to file for
reorganization and allege that:

   -- its business is operationally healthy with attractive
      growth opportunities, it is current in its payment of all
      principal and interest and no monetary defaults exist or
      are alleged by any creditors;

   -- as of Sept. 30, 2006, USEB had total assets of
      approximately $161 million and total liabilities of
      approximately $155 million and it expects that it will be
      able to achieve a Plan of Reorganization that will honour
      100% of all valid pre-petition claims; and

   -- its current capital structure is impaired by a "flawed and
      unjustifiably onerous" loan agreement with the Fund that
      was the result of a "self-dealing transaction" and, absent
      a restructuring, would cause USEB to become insolvent.

The Fund strongly disagrees with USEB's allegations with respect
to the Fund, the Fund's management and the USEB Loan and will
vigorously contest these allegations in the context of the
reorganization and seek to secure payment of all amounts due to
the Fund pursuant to the agreements governing the USEB Loan.  As
part of this process, the Fund intends to seek continuation of
debt service payments on the USEB Loan in order to minimize any
disruption to the cash flow of the Fund.

The trustees of the Fund are currently assessing the impact of the
reorganization filing to the distributions of the Fund. USEB's
filing constitutes a default under the Fund's credit facility
that, if not waived, could prevent the Fund from making
distributions in whole or in part.  Management of the Fund is in
discussions with its senior lenders and will seek a waiver of the
default under the credit facility.  However, there can be no
assurance as to the outcome of these discussions with the senior
lenders.

                         About the Fund

Based in London, Ontario, Countryside Power Income Fund
(TSX:COU.UN) -- http://www.countrysidepowerfund.com/-- has  
investments in two district energy systems in Canada, with a
combined thermal and electric generation capacity of approximately
122 megawatts, and two gas-fired cogeneration plants in California
with a combined power generation capacity of 94 megawatts.  In
addition, the Fund has an indirect investment in 22 renewable
power and energy projects located in the United States, which
currently have approximately 51 megawatts of electric generation
capacity and sold approximately 710,000 MMBtus of boiler fuel in
2005.  The Fund's investment in the projects consists of loans to,
and a convertible royalty interest in, U.S. Energy Biogas Corp.

                       About U.S. Energy

Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp. --
http://www.usenergysystems.com/-- develops landfill gas projects    
in the United States.  Formerly known as Zahren Alternative Power
Corporation or ZAPCO, the company was formed in May 2001 after
ZAPCO's acquisition by U.S. Energy Systems, Inc.  Currently, the
Debtor owns and operates 23 LFG to energy projects with 52
megawatts of generating capacity.  The Debtor and 31 of its
affiliates filed separate voluntary chapter 11 petitions on
Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-
12857).  Joseph J. Saltarelli, Esq., at Hunton & Williams
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


UNITED COMPONENTS: Sells Flexible Lamps Business to Truck-Lite
--------------------------------------------------------------
United Components, Inc., completed the sale of its Flexible Lamps
business unit to an affiliate of Truck-Lite Co. Inc., for
approximately $39 million, subject to post-closing adjustments.

The divestiture, following the earlier divestitures of the
company's Neapco and Pioneer business units, allowed the company
to focus on its core automotive aftermarket businesses: Airtex
Products (fuel systems), ASC Industries (cooling systems),
Champion Laboratories (filtration) and Wells Manufacturing (engine
management).

Shield Corporate Finance served as the company's financial advisor
on the transaction.

                      About Truck-Lite Co.

Headquartered in Falconer, New York, Truck-Lite Co. Inc. produces
lighting and mirror products for the heavy duty truck, trailer,
and commercial vehicle industries.

                      About Flexible Lamps

Flexible Lamps manufactures lighting systems for commercial
vehicles in the United Kingdom.

                    About United Components

United Components, Inc. -- http://www.ucinc.com/-- supplies a  
range of products to the automotive, trucking, marine, mining,
construction, agricultural and industrial vehicle markets.  The
company's customer base includes leading aftermarket companies as
well as a diverse group of original equipment manufacturers in
North America.

                            *   *   *

Moody's Investors Service lowered the ratings of United
Components, Inc. -- Corporate Family, to B2 from B1; senior
secured revolving credit to B2 from B1, and senior subordinated
notes, to Caa1 from B3.  Moody's also assigned a B2 rating to the
company's new $330 million senior secured term loan D.

Standard & Poor's Ratings Services lowered its corporate credit
rating on United Components Inc. to 'B+' from 'BB-' and its rating
on UCI's $230 million senior subordinated notes to 'B-' from 'B'.


WACHOVIA BANK: S&P Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's
$3.371 billion commercial mortgage pass-through certificates
series 2006-C29.

The preliminary ratings are based on information as of
Dec. 7, 2006.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

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

Class A-1, A-2, A-3, A-PB, A-4, A-1A, X-P, A-M, A-J, B, C, D, and
E notes are currently being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.44x, a beginning LTV of 104.3%,
and an ending LTV of 101.5%.

                    Preliminary Ratings Assigned
               Wachovia Bank Commercial Mortgage Trust
    
                                                    Recommended
                                      Preliminary     credit
   Class                Rating          amount        support
   -----                ------        -----------   -----------    
   A-1                  AAA           $16,719,000    30.000%
   A-2                  AAA          $291,337,000    30.000%
   A-3                  AAA          $161,040,000    30.000%
   A-PB                 AAA           $49,253,000    30.000%
   A-4                  AAA          $642,531,000    30.000%
   A-1A                 AAA          $699,011,000    30.000%
   A-4FL                AAA          $500,000,000    30.000%
   X-P*                 AAA        $3,240,519,000       N/A
   A-M                  AAA          $337,128,000    20.000%
   A-J                  AAA          $303,415,000    11.000%
   B                    AA+           $25,284,000    10.250%
   C                    AA            $33,713,000     9.250%
   D                    AA-           $29,498,000     8.375%
   E                    A             $46,355,000     7.000%
   F                    A-            $37,927,000     5.875%
   G                    BBB+          $37,927,000     4.750%
   H                    BBB           $33,713,000     3.750%
   J                    BBB-          $37,927,000     2.625%
   K                    BB+           $12,642,000     2.250%
   L                    BB             $8,428,000     2.000%
   M                    BB-            $8,428,000     1.750%
   N                    B+             $4,214,000     1.625%
   O                    B              $8,429,000     1.375%
   P                    B-             $8,428,000     1.125%
   Q                    NR            $37,927,181        N/A
   X-C*                 AAA         $3,371,274,181       N/A
      
             * Interest-only class with a notional amount.  
                        N/A -- Not applicable.
                            NR -- Not rated.


WEX PHARMA: Debenture Holders Grant Flexible Repayment Terms
------------------------------------------------------------
WEX Pharmaceuticals Inc. has concluded negotiations with the
holders of its convertible debentures for more flexible repayment
terms designed to relieve the company's current financial
situation.

In place of the fixed installments presently required, WEX has
agreed to pay an amount equal to 20% of the net proceeds received
from all future funding events, such as share subscription
proceeds, licensing fees, or milestone payments.  This arrangement
will continue unless WEX fails to make the payments as required,
or until such time as the debenture holder, acting in good faith,
determines that WEX's financial position has strengthened
sufficiently to enable it to resume fixed installment payments, at
which time the parties shall return to the status pursuant to the
Debentures Agreement and Amending Agreements, and the debenture
holders will be entitled to exercise all of their legal rights.

WEX had approached its debenture holders at the time of the
September 30 installment becoming due to enter into negotiations
to restructure the debenture terms.  As a consequence of that WEX
made only a partial payment of the installment due on Sept. 30,
2006, and following agreement in principle being reached on the
restructuring, subsequently made the balance of the payment
together with an additional amount of CDN81,732.

                        About WEX Pharma

Based in Vancouver, British Columbia, WEX Pharmaceuticals Inc.
(TSX:WXI) -- http://www.wexpharma.com/-- is explores, develops,  
manufactures innovative drug products to treat pain.  The
company's principal business strategy is to derive drugs from
naturally occurring toxins and develop proprietary products for
the global market.  The company's Chinese subsidiary sells generic
products manufactured at its facility in China.


WORLDSPAN LP: Travelport Merger Deal Cues S&P's Developing Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Worldspan
L.P., including the 'B' corporate credit rating, on CreditWatch
with developing implications.

The CreditWatch placement is based on the report that the travel
distribution company has entered into a merger agreement with
Travelport Inc.

Worldspan also disclosed its completion of a recapitalization, in
which Travelport has loaned Worldspan $250 million.

"The combination of Travelport and Worldspan is expected to result
in new revenue opportunities as well as $50 million of operating
synergies for the combined entity, which could result in Standard
& Poor's raising its corporate credit rating on Worldspan to 'B+',
the same rating as Travelport," said
Standard & Poor's credit analyst Betsy Snyder.

"If the recapitalization results in a weaker financial profile
without the benefits of the merger, however, ratings could be
lowered."

Affirmation of ratings at the current level is another possible
outcome.  Completion of the merger will depend on approval by
government regulatory authorities.

Standard & Poor's will assess synergies from the proposed merger
as well as the effect of the recapitalization on Worldspan's
financial profile in resolving the CreditWatch.

Atlanta-based Worldspan is the leading processor of GDS  
transactions for on-line travel agencies.  A GDS is a computerized
system used by suppliers of travel and travel-related products and
services to sell their services through the suppliers themselves
or through travel agencies.  GDS's are the primary distributor of
airline travel.  Fees are typically paid by the travel suppliers
for bookings made through the systems.

This is a highly concentrated industry, with only three major
participants other than Worldspan.  In the U.S., Worldspan is the
second-largest transaction processor for travel agencies, behind
Sabre Holdings Corp.

Over the past several years, the Internet has become the main
growth engine for travel distribution, and now accounts for
approximately 35% of U.S. airline transactions.  

Worldspan is the largest participant in this segment, with a
market share of around 60%.  It is the only independent provider,
and has long-term contracts with Expedia, Priceline, and Orbitz,
all major on-line travel agencies.

However, in the third quarter of 2006, Worldspan's revenues began
to decline, a trend expected to continue over the near to
intermediate term.


* BOND PRICING: For the week of December 4 - December 9, 2006
-------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Aetna Industries                     11.875%  10/01/06    11
AHI-DFLT07/05                         8.625%  10/01/07    50
Allegiance Tel.                      11.750%  02/15/08    45
Allegiance Tel.                      12.875%  05/15/08    46
Amer & Forgn Pwr                      5.000%  03/01/30    70
Amer Color Graph                     10.000%  06/15/10    69
Amer Tissue Inc                      12.500%  07/15/06     1
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    67
Archibald Candy                      10.000%  11/01/07     0
Atlantic Coast                        6.000%  02/15/34    13
Autocam Corp.                        10.875%  06/15/14    29
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96    17
Bank New England                      9.875%  09/15/99     9
BBN Corp                              6.000%  04/01/12     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    60
Calpine Corp                          4.000%  12/26/06    48
Calpine Corp                          6.000%  09/30/14    60
Calpine Corp                          7.750%  06/01/15    67
Cell Therapeutic                      5.750%  06/15/08    70
Cell Therapeutic                      5.750%  06/15/08    74
Central Tractor                      10.625%  04/01/07     0
Chic East Ill RR                      5.000%  01/01/54    57
CHS Electronics                       9.875%  04/15/05     2
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     3
Comcast Corp                          2.000%  10/15/29    41
Conseco Inc                           8.500%  10/15/02     0
Dal-Dflt09/05                         9.000%  05/15/16    61
Dana Corp                             5.850%  01/15/15    72
Dana Corp                             7.000%  03/01/29    73
Dana Corp                             7.000%  03/15/28    73
Dana Corp                             9.000%  08/15/11    73
Dana Corp                            10.125%  03/15/10    74
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    37
Delco Remy Intl                      11.000%  05/01/09    42
Delta Air Lines                       2.875%  02/18/24    62
Delta Air Lines                       7.700%  12/15/05    62
Delta Air Lines                       7.900%  12/15/09    62
Delta Air Lines                       8.000%  06/03/23    63
Delta Air Lines                       8.300%  12/15/29    62
Delta Air Lines                       9.250%  03/15/22    58
Delta Air Lines                       9.250%  12/27/07    59
Delta Air Lines                       9.750%  05/15/21    61
Delta Air Lines                      10.000%  08/15/08    62
Delta Air Lines                      10.125%  05/15/10    56
Delta Air Lines                      10.375%  02/01/11    60
Delta Air Lines                      10.375%  12/15/22    59
Delta Mills Inc                       9.625%  09/01/07    22
Deutsche Bank NY                      8.500%  11/15/16    75
Diamond Triumph                       9.250%  04/01/08    71
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    45
Drum Financial                       12.875%  09/15/99     0
Dura Operating                        8.625%  04/15/12    25
Dura Operating                        9.000%  05/01/09     4
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Family Food                     8.750%  01/15/08    74
Epix Medical Inc                      3.000%  06/15/24    71
Exodus Comm Inc                       4.750%  07/15/08     0
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.250%  07/01/08     0
Exodus Comm Inc                      11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     2
Family Golf Ctrs                      5.750%  10/15/04     0
Fedders North AM                      9.875%  03/01/14    69
Federal-Mogul Co.                     7.375%  01/15/06    70
Federal-Mogul Co.                     7.500%  01/15/09    70
Federal-Mogul Co.                     8.160%  03/06/03    64
Federal-Mogul Co.                     8.250%  03/03/05    67
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Federal-Mogul Co.                     8.370%  11/15/01    64
Federal-Mogul Co.                     8.800%  04/15/07    70
Finova Group                          7.500%  11/15/09    29
Ford Motor Co                         6.625%  02/15/28    73
Ford Motor Co                         7.400%  11/01/46    73
Ford Motor Co                         7.700%  05/15/97    74
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
HNG Internorth                        9.625%  03/15/06    31
Home Prod Intl                        9.625%  05/15/08    67
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    65
Insight Health                        9.875%  11/01/11    24
Iridium LLC/CAP                      10.875%  07/15/05    30
Iridium LLC/CAP                      11.250%  07/15/05    28
Iridium LLC/CAP                      13.000%  07/15/05    27
Iridium LLC/CAP                      14.000%  07/15/05    29
Isolagen Inc.                         3.500%  11/01/24    75
IT Group Inc                         11.250%  04/01/09     0
Kaiser Aluminum                       9.875%  02/15/02    30
Kaiser Aluminum                      12.750%  02/01/03     5
Kellstrom Inds                        5.750%  10/15/02     0
Kmart Funding                         9.440%  07/01/18    20
Lehman Bros Hldg                     10.000%  10/30/13    75
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    66
Lifecare Holding                      9.250%  08/15/13    65
Macsaver Financl                      7.400%  02/15/02     5
Macsaver Financl                      7.600%  08/01/07     5
Macsaver Financl                      7.875%  08/01/03     5
Merisant Co                           9.500%  07/15/13    58
MHS Holdings Co                      16.875%  09/22/04     0
MRS Fields                            9.000%  03/15/11    73
Muzak LLC                             9.875%  03/15/09    73
New Orl Grt N RR                      5.000%  07/01/32    72
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    9.152%  04/01/10     7
Northwest Airlines                    9.179%  04/01/10    28
Northwst Stl&Wir                      9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    65
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     9
Oscient Pharm                         3.500%  04/15/11    72
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    74
Pac-West-Tender                      13.500%  02/01/09    25
PCA LLC/PCA Fin                      11.875%  08/01/09    19
Pegasus Satellite                     9.625%  10/15/49    13
Pegasus Satellite                    12.375%  08/01/08    10
Pegasus Satellite                    12.500%  08/01/07     9
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     3
Piedmont Aviat                       10.250%  01/15/49     8
Pixelworks Inc                        1.750%  05/15/24    72
Pliant Corp                          13.000%  07/15/10    52
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    38
Primus Telecom                        8.000%  01/15/14    60
Primus Telecom                       12.750%  10/15/09    72
PSINET Inc                           10.500%  12/01/06     0
PSINET Inc                           11.000%  08/01/09     0
Radnor Holdings                      11.000%  03/15/10     0
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04     5
RJ Tower Corp.                       12.000%  06/01/13    16
S3 Inc                                5.750%  10/01/03     0
Spinnaker Inds                       10.750%  10/15/06     0
Tom's Foods Inc                      10.500%  11/01/04     9
Tribune Co                            2.000%  05/15/29    69
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      9.020%  04/19/12    57
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                      9.560%  10/19/18    57
United Air Lines                     10.020%  03/22/14    52
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.110%  12/31/49     3
United Air Lines                     10.850%  02/19/15    48
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                           7.500%  04/15/08     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.800%  01/01/49    10
USAutos Trust                         2.212%  03/03/11     8
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     6
Werner Holdings                      10.000%  11/15/07    11
Westpoint Steven                      7.875%  06/15/08     0
Winstar Comm                         14.000%  10/15/05     0
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    42
Ziff Davis Media                     12.000%  07/15/10    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***