TCR_Public/061213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 13, 2006, Vol. 10, No. 296

                             Headlines

360 GLOBAL: September 30 Balance Sheet Upside Down by $30.7 Mil.
ADVANTA CORP: Fitch Affirms Issuer Default Rating at BB-
AFFIRMATIVE INSURANCE: Moody's Rates Proposed $220MM Debt at B1
AFFIRMATIVE INSURANCE: S&P Rates New $200-Mil. Loan Facility at B
AGILENT TECHNOLOGIES: Moody's Lifts Corp. Family Rating to Ba1

AIS ACQUISITION: Repayment Prompts Moody's Ratings Withdrawal
ALCATEL-LUCENT: Moody's Cuts Corp. Family Rating to Ba2 from Ba1
ALCATEL SA: Merger Completion Cues Fitch's Ratings Downgrade
ALION SCIENCE: Moody's Changes Outlook to Negative From Stable
AMAZON.COM INC: Moody's Lifts Corporate Family Rating to Ba2

AMERICAN TOWER: Moody's Reviews Long Term Ratings for Upgrade
AMISTAR CORP: Balance Sheet Upside-Down by $706,000 at Sept. 30
APW ENCLOSURE: Organizational Meeting Scheduled on December 21
ASIA PREMIUM: Sept. 30 Balance Sheet Upside-Down by $2.5 Million
B&G FOODS: S&P Places Preliminary Sr. Unsecured Debt Rating at B

BALLY TOTAL: Posts $5.7 Million Net Loss in 2006 Third Quarter
BEAR STEARNS: Moody's Rates Class B-5 Certificates at Ba1
BEARD COMPANY: September 30 Balance Sheet Upside Down by $7 Mil.
BENLASER LLC: Case Summary & 20 Largest Unsecured Creditors
BLAST ENERGY: Incurs $3.1 Mil. Net Loss in 2006 Third Quarter

BLOCK COMMUNICATIONS: Moody's Cuts Corporate Family Rating to B1
BLUE HERON: Fitch Holds BB+ Rating on $20 Million Class E Notes
BROOKFIELD PROPERTIES: Plans to Raise $1.2 Billion in Share Sale
CATHOLIC CHURCH: Court Rejects Tucson's Immaculate Heart Agreement
CATHOLIC CHURCH: Spokane to Hold Plan-Related Conference on Jan. 5

CENTRAL VERMONT: Fitch Affirms and Withdraws BB+ Ratings
CIRTRAN CORP: Posts $2.9 Million Net Loss in 2006 Third Quarter
CKE RESTAURANTS: S&P Lifts Corporate Credit Rating to BB- from B+
CLEVELAND ELECTRIC: Fitch Rates $300MM Senior Notes at BB+
COLORADO SPORTING: Voluntary Chapter 11 Case Summary

COMPANHIA SIDERURGICA: Ups Corus Bid to $9.6 Bil.; Tops Tata Offer
CORUS GROUP: Agrees to GBP4.9 Bil. Cash Purchase by Brazilian Firm
COUNTRYWIDE HOME: S&P Takes Action on Various Cert. Classes
CSAB MORTGAGE: Moody's Rates Class M-8 Certificates at Ba2
DANA CORP: Closing Four Plants to Consolidate Production

DELTA AIR: Comair Pilots will Conduct Informational Picket Today
DEUTSCHE MORTGAGE: Fitch Holds Rating on $19.7MM Certs. at B-
DURA AUTOMOTIVE: Hires David Szczupak as Chief Operating Officer
ENTERGY NEW ORLEANS: Files 2nd Amended Plan & Disclosure Statement
FAMILY LIFE: A.M. Best Places B (Fair) Rating Under Review

FORD MOTOR: Inks MOU with Valeo to Sell ACH's Climate Control Biz
FREESCALE SEMICON: Fitch Withdraws Ratings Following Buyout
GENELABS TECH: Posts $633K Net Loss in Quarter Ended Sept. 30
GEORGIA-PACIFIC: Moody's Rates New $1-Bil. Senior Notes at Ba3
GRUPO IUSACELL: Court Dismisses Involuntary Petition & Closes Case

HALO TECHNOLOGY: Posts $3.4MM Net Loss in Quarter Ended Sept. 30
HEXION SPECIALTY: Posts $14 Million Net Loss in 2006 Third Quarter
HIGHWOODS PROPERTIES: Fitch Holds Preferred Stock Rating at BB+
HORIZON LINES: Moody's Affirms B2 Corporate Family Rating
HORSE THIEF: Case Summary & 19 Largest Unsecured Creditors

IMC INVESTMENT: Court Sets Dec. 27 Disclosure Statement Hearing
IMPSAT FIBER: Posts $17.5 Million Net Loss in 2006 Third Quarter
INDYMAC HOME: Fitch Rates $16 Mil. Class M-11 Certificates at BB
INERGY LP: Reduced Financial Leverage Cues Moody's Stable Outlook
INTERPUBLIC GROUP: Fitch Rates $250-Million Senior Notes at B

ISLES CBO: Fitch Lifts BB- Rating on $116.9MM Class A-2 Notes
JOHNSON STANDLEY: Case Summary & 60 Largest Unsecured Creditors
LAND O'LAKES: Posts $16.7 Million Net Loss in 2006 Third Quarter
LEHMAN XS: Moody's Rates Class M10 Certificates at Ba2
LEXINGTON LTD: Fitch Holds BB+ Rating on $4-Mil. Class E Notes

LIBERTY TAX III: Sept. 30 Balance Sheet Upside-Down by $103 Mil.
MASTR ADJUSTABLE: Moody's Rates Class M-8 Certificates at Ba3
METROPOLITAN MORTGAGE: Fitch Holds Junk Ratings on Various Debts
MULTI-FAMILY: Fitch Holds Rating on $3.6 Mil. Class D Bonds at BB
MIRANT CORP: Unit Trust Buying 39% Stake in PowerGen

MUSICLAND HOLDING: Court Approves Stipulation with the Hayeses
MUSICLAND HOLDING: Panel Can Pursue Actions Vs Turnover Defendants
NAVISTAR INT'L: S&P Keeps Ratings on Negative CreditWatch
NOVINT TECHNOLOGIES: Posts $1MM Net Loss in Quarter Ended Sept. 30
NOWAUTO INC: Earns $146,871 Fiscal 2007 First Quarter

OVERWATCH SYSTEMS: Repayment Prompts Moody's Ratings Withdrawal
PENGE CORP: Posts $546,400 Net Loss in Quarter Ended September 30
PILGRIM AMERICA: Fitch Holds Junk Rating on $41MM Class B Notes
PILGRIM'S PRIDE: Extends Gold Kist Notes Tender Offer to Dec. 27
PLAINS END: Fitch Expects to Rate $19.8-Mil. Secured Notes at BB

PORTOLA PACKAGING: Restructuring Cues Moody's Stable Outlook
PROMETIC LIFE: Initial Public Offering for BioSciences Stalled
PROMOVE LLC: Case Summary & 58 Largest Unsecured Creditors
PXRE CAPITAL: S&P Withdraws B+ Counterparty Credit Rating
QUEBECOR WORLD: Moody's Rates $400 million Senior Notes at B2

RALI SERIES: Moody's Places Ba1 Rating on Class B Certificates
RALI SERIES: Moody's Rates Class M-6 Certificates at Ba1
REED'S INC: Incurs $400,963 Net Loss in Quarter Ended September 30
REFCO INC: 14 Parties Object to Plan Confirmation
REFCO INC: Inks $350,000 Settlement with Trading Technologies

RF CUNNINGHAM: New York Court Confirms Joint Plan of Liquidation
ROCK-TENN CO: S&P Changes Rating Outlook to Stable From Negative
SOLOMON TECH: Inks Term Sheet for $10-Million Debt Facility
SOLUTIA INC: Has Until March 16 to Solicit Plan Acceptances
SAMSONITE CORPORATION: Moody's Rates New $80MM Senior Debt at Ba3

SIMON WORLDWIDE: Sept. 30 Balance Sheet Upside-Down by $5.1 Mil.
TELCORDIA TECHN: Moody's Lowers Corp. Family Rating From B1 to B3
THORNBURG MORTGAGE: Fitch Affirms Issuer Default Rating at BB
TOWER RECORDS: Taps Lipman Stevens as Appraiser
TRIMOL GROUP: September 30 Balance Sheet Upside Down by $571,000

TUBE CITY: S&P Holds Corporate Credit Rating at B+
U.S. ENERGY: Henry Schneider Appointed as USEY Overseas CEO
U.S. ENERGY: Lawrence Schneider Steps Down as Board Chairman
UNIVERSAL PROPERTY: Posts $1.7 Mil. Net Loss in 2006 Third Qtr.
US AIRWAYS: Wants Bombardier Global Settlement Approved

VOIP INC: Posts $12.3 Million Net Loss in Quarter Ended Sept. 30
WILLOWBEND NURSERY: Ch. 11 Trustee Taps Cowden Humphrey as Counsel
WORLDSPAN LP: S&P Rates Revolver and First-Lien Term Loan at B
ZNET FINANCIAL: Case Summary & Six Largest Unsecured Creditors

* Upcoming Meetings, Conferences and Seminars

                             *********

360 GLOBAL: September 30 Balance Sheet Upside Down by $30.7 Mil.
----------------------------------------------------------------
360 Global Wine Company reported a net income of $12,566,566 on
$4,858,997 of total revenues for the three-month period ended
Sept. 30, 2006, compared to a net income of $21,146,721 on
$4,512,937 of total revenues for the same quarter in the prior
year.  The increase of $346,060 in revenues is due to the
acquisition of the Viansa Winery, and the increased sales of its
Viansa products.

At Sept. 30, 2006, the company's balance sheet showed $40,346,957
in total assets and $81,012,895 in total liabilities, resulting in
a $30,665,938 stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $14,788,859 in total current assets available to
pay $53,391,780 in total current liabilities coming due within the
next 12 months.

As of Sept. 30, 2006, the company's working capital has been
primarily financed by the issuance of various forms of debt,
convertible debt and its common stock.  360 Global has suffered
significant operating losses since its inception in its efforts to
establish and execute its business strategy.  The company
anticipates that it will continue to require additional working
capital to fund its ongoing operations, repay certain debts in
default, and execute its business strategy.

During the first nine months of 2006, the company recorded a loss
from continuing operations of $80,153,151.  Of that amount,
approximately $76.2 million resulted from non-cash items.  These
non-cash items were stock-based compensation of employees and
members of the board of directors of $23.6 million, losses on
financial instrument derivatives of $23.8 million, non cash
interest costs of $24.3 million, and marketing sponsorships of
$4.5 million.

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

              http://researcharchives.com/t/s?16d2

                      Going Concern Doubt

David S. Hall, P.C., in Dallas, Texas, raised substantial doubt
about 360 Global Wine Company's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's operating losses since inception.

                     About 360 Global Wine

Based in Sonoma, California, 360 Global Wine Company, through its
subsidiaries, markets and distributes alcohol beverages in the
wine category.  The company offers various wines produced by
Viansa and Kirkland Knightsbridge, LLC.  Also it market products
through retail locations and wine distributors.


ADVANTA CORP: Fitch Affirms Issuer Default Rating at BB-
--------------------------------------------------------
Fitch ratings affirmed the long-term Issuer Default Rating of
Advanta Corp. and Advanta Bank Corp. at 'BB-'.

The Rating Outlook is revised to Positive from Stable.

Approximately $1.6 billion of debt and deposits is affected by
this action.  Advanta Corp. is listed on the NASDAQ under the
tickers ADVNA and ADVNB.

The rating affirmation reflects the company's solid position in
the small business credit card market, improved asset quality,
consistent profitability metrics, and stable risk-adjusted
capitalization, offset by growing competition in the small
business credit card sector, and the risks associated with a lack
of revenue diversity and its mono-line business focus.

The Rating Outlook reflects the company's improved credit quality
metrics since it began focusing on a higher-quality customer base,
operating consistency as it has increasingly leveraged the
business model, and the easing of litigation risk with the
settlement of the Chase lawsuit.

Fitch believes that the continuation of solid asset quality and
profitability metrics, combined with stable market share, could
support rating momentum.  Conversely, material deterioration in
credit quality and risk-adjusted revenue margins could negatively
impact the Rating Outlook.

These are the rating actions:

   * Advanta Corp.

      -- Long-term Issuer Default Rating 'BB-';
      -- Short-term 'B'; and,
      -- Senior unsecured 'BB-'.

   * Advanta Bank Corp.

      -- Long-term IDR 'BB-';
      -- Short-term 'B'; and,
      -- Long-term deposits 'BB'.

   * Advanta Capital Trust I

      -- Trust preferred stock 'B'.


AFFIRMATIVE INSURANCE: Moody's Rates Proposed $220MM Debt at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Affirmative
Insurance Holdings, Inc.'s proposed $220 million senior secured
credit facilities consisting of a term loan and a revolving credit
facility.

The company intends to use the facilities to fund the $200 million
acquisition of USAgencies, LLC, a privately held non-standard
automobile insurer based in Baton Rouge, La.

In the same rating action, Moody's assigned a Ba1 insurance
financial strength rating to Affirmative Insurance Company and
Insura Property and Casualty Insurance Company and a B1 long-term
issuer rating to Affirmative Insurance Holdings, Inc. The outlook
for the ratings is stable.

Subsequent to regulatory approval and launch of the proposed bank
facilities, Affirmative will acquire 100% of the membership units
of USAgencies which provides non-standard auto insurance,
primarily in Louisiana, via a captive agent network of owned
retail stores.

USAgencies consists of two insurance operating subsidiaries,
USAgencies Casualty Insurance Company, Inc. and USAgencies Direct
Insurance Company.  After the acquisition, the credit facilities
will be secured by a pledge of all the stock of Affirmative's
insurance subsidiaries, as well as the assets of non-regulated
service companies.

According to Moody's, Affirmative's ratings reflect the company's
profitable operating results in recent years, its significant
share of the non-standard personal auto market in the 13 states in
which it operates, the short-tail nature of the loss reserves of
its non-standard auto business, the stable profit margins and cash
flows of its unregulated subsidiaries, and its conservative
investment portfolio.

These strengths are offset by the company's limited operating
history, operational and execution risks associated with the
acquisition of USAgencies, existing material weaknesses in
controls over financial reporting, as well as substantial pro
forma levels of financial leverage.

Moody's noted that Affirmative disclosed multiple 'material
weaknesses' in its financial controls in its 2005 10-K, related to
the company's information technology controls, controls related to
the proper elimination of intercompany accounts and controls
related to the basic reconciliation of balance sheet accounts.

Moody's notes that the latter two weaknesses have been remediated.
However, Moody's said that the information technology weakness
reflects challenges the company continues to face in creating and
maintaining a consistent information technology environment which
are exacerbated by Affirmative's relatively limited history as a
public company and the proposed acquisition of privately-held
USAgencies, which has not been certified under Section 404 of
Sarbanes-Oxley.

The rating agency cited these factors that could place positive
pressure on the ratings:

   -- remediation of Section 404 material weaknesses; and,
   -- a reduction in adjusted financial leverage below 45%.

Conversely, a continuation or widening of the scope of Section 404
material weaknesses and/or material deterioration of operating
results could place downward pressure on the ratings.

Affirmative, based in Addison, Texas, is a producer and provide of
non-standard personal automobile insurance to consumers in highly
targeted geographic markets.  The company offers products in 13
states, including Texas, Illinois, California, and Florida. For
the first nine months of 2006, Affirmative reported total revenues
of $271 million and net income of nearly $16 million.  As of
Sept. 30, 2006, shareholders' equity was $212 million.


AFFIRMATIVE INSURANCE: S&P Rates New $200-Mil. Loan Facility at B
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' counterparty
credit and financial strength ratings to Affirmative Insurance Co.
and its subsidiary, Insura Property & Casualty Insurance Co.

At the same time, Standard & Poor's assigned its 'B' counterparty
credit rating to Affirmative Insurance Holdings Inc. and assigned
its 'B' first lien term bank loan rating to Affirmative's proposed
$200 million term loan facility.

The outlook on all these ratings is stable.

"The ratings on Affirmative, a producer and provider of
nonstandard auto insurance policies to individual consumers,
reflects the challenges it faces in an industry that exhibits low
barriers to entry and a cyclical nature, for which the company
will meet with stronger competition in softer market cycles,"
explained Standard & Poor's credit analyst Tom Thun.

More significantly, the ratings reflect the increased interest
expense related to the pending acquisition of USAgencies.

Partially mitigating the weaknesses is an experienced management
team.  The management team is knowledgeable and maintains the
expertise to effectively run the company's current operations.
Moreover, the company's capitalization is strong.

Nonetheless, because of the company's expected growth, Standard &
Poor's believes capital will continue to be needed over the longer
term to sufficiently provide an operating cushion for it to
effectively manage its increased business.

Standard & Poor's expects Affirmative to purchase USAgencies,
resulting in high acquisition debt leverage and interest expenses
for a multiyear period.  However, Standard & Poor's believes the
group will continue evolving in its existing markets by way of
organic growth in the short term.

Over the longer term, Standard & Poor's expects management will
ultimately rely on acquisitions to achieve its strategic growth
goals.  Underwriting performance is expected to measure a combined
ratio of less than 100% though 2006 and partially through 2007.
Nevertheless, it is believed that nonstandard auto rate increases
in the company's core markets will taper as competitors begin to
pressure pricing.

Standard & Poor's expects that the group's capital adequacy to
remain strong quantitatively and its competitive position to
remain stable.


AGILENT TECHNOLOGIES: Moody's Lifts Corp. Family Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Agilent
Technologies Inc. to Ba1 from Ba2 and revised the outlook to
positive.

The upgrade to Ba1 reflects the completion of the final phase of
Agilent's multi-year strategic repositioning and transition to a
business model that has the propensity to deliver enhanced
operating margins and consistently higher levels of positive free
cash flow compared to prior periods and its peers.

Over the past year, Agilent reduced infrastructure costs by 35% to
better align its workforce and operating facilities with a smaller
revenue base after the disposition of its Semiconductor Products
Group in 2005 and Semiconductor Test assets earlier this year.

The rating action also considered the company's more focused
business strategy in less volatile business segments affording
increased growth opportunities in Agilent's core electronic and
bio-analytical test and measurement businesses.

Additionally, Moody's took into account recent R&D and investment
efforts that were refocused to align Agilent's business with new
market opportunities to capture market share and deliver above-
average revenue growth.  Finally, the upgrade also factored the
company's improved credit metrics.

The positive outlook reflects Moody's expectation that Agilent
will demonstrate improving revenue growth in conjunction with
higher margins driven by new product introductions, increased
market penetration, favorable product mix, continued cost
containment measures and significantly reduced restructuring
charges.

The outlook also factors our expectations that Agilent's
electronic measurement business, which accounts for 70% of total
revenues, will demonstrate operating margins that are comparable
to its peers in this business segment.

These ratings were upgraded:

   -- Corporate Family Rating to Ba1 from Ba2
   -- Probability of Default Rating to Ba1 from Ba2

This rating was affirmed:

   -- Speculative Grade Liquidity Rating at SGL-1

Headquartered in Santa Clara, California, Agilent Technologies,
Inc. is a leading measurement technology company serving the
communications, electronics, life sciences and chemical analysis
industries.  For the fiscal year ended Oct. 31, 2006, net revenues
were $4.97 billion.


AIS ACQUISITION: Repayment Prompts Moody's Ratings Withdrawal
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
AIS Acquisition Corporation.

AIS and co-borrower Overwatch Systems of Virginia, Inc. are the
debt-issuing subsidiaries of Overwatch System, LLC.

The ratings have been withdrawn due to the repayment of all rated
debt upon the acquisition of the company by Textron Inc.,
completed on Dec. 1, 2006.

These ratings have been withdrawn:

   -- Senior secured revolving credit facility and term loan,
      previously rated B2

   -- Corporate Family Rating, previously rated B2.

Overwatch Systems, LLC, headquartered in Morristown, New Jersey,
is a leading information technology service provider to the
defense and intelligence communities.


ALCATEL-LUCENT: Moody's Cuts Corp. Family Rating to Ba2 from Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded to Ba2 from Ba1 the Corporate
Family Rating of Alcatel, which has completed its merger with
Lucent Technologies and was renamed to Alcatel-Lucent.

The ratings for senior debt of Alcatel were equally lowered to Ba2
from Ba1 and its Not-Prime rating for short term debt was
affirmed.

At the same time, Moody's raised the ratings for senior debt of
Lucent to Ba3 from B1 reflecting both the standalone credit
profile of Lucent and, given the strategic importance of Lucent to
round-off the group's product range and regional presence,
expected financial support from Alcatel-Lucent, although this is
not formally committed at this time.

The ratings for the other legacy debt of Lucent were raised to B2
from B3 for subordinated debt and trust preferreds, and to B3 from
Caa1 for preferred stock issuable under its shelf registration.

Moody's has withdrawn Lucent's Corporate Family Rating of B1,
assuming that management of the two entities will be fully
integrated over the next several months and all of Lucent's non-US
activities merged with their Alcatel counterparts.  This should
result in a rapid convergence of the credit risks of the affected
companies.

The outlook for all these ratings is stable.  This rating action
concludes the rating reviews initiated on April 3, 2006.

"The rating downgrade reflects execution challenges related to the
integration of two large companies while keeping major customers,
market share and key personnel in an increasingly competitive
telecommunication equipment market, but also the broad market
position of Alcatel-Lucent and the potential for realizing and
retaining substantial cost-savings that could drive EBITA-margins
into the high single-digits medium-term.  While the outlook for
the ratings is stable, we would see potential for a rating upgrade
if the company were to keep sales growth above 5% and to reach
EBITA-margins during 2007 close to double-digit levels, all while
maintaining a strong and liquid capital structure," Wolfgang
Draack, Senior Vice President and lead analyst for Alcatel-Lucent,
summarized.

The Ba2 CFR reflects:

   -- Alcatel-Lucent's strong customer relationships and the
      large installed base supporting its market shares;

   -- the broadest offering of all telecom equipment providers
      with very advanced technology allowing the company to
      service its customers for their feature-rich
      telecommunications and convergence strategies;

   -- the potential for realizing synergy savings targeted at
      about EUR1.4 billion by management;

   -- the strengthening credit profile of Alcatel on a standalone
      basis providing the financial basis for the combination;
      and,

   -- as a result of the for-share merger, a strong liquidity
      position with a relatively moderately levered capital
      structure of the combined group.

These credit positives, however, are balanced by:

   -- the challenges related to the integration of two corporate
      cultures and various technology platforms;

   -- execution risk for realizing and retaining the bulk of the
      targeted synergy benefits in an increasing price
      competitive equipment market;

   -- a relatively weak fiscal 2006 performance of Lucent in its
      core markets -- although the fourth fiscal quarter showed
      some improvement;

   -- a complex technology roadmap in 3rd generation (3G)
      wireless telephony; and,

   -- modest pro-forma calendar year 2005 profitability and
      interest coverage initially after adjusting EBIT for
      amortization of acquired intangibles particularly and after
      the Thales transaction..

The outlook for Alcatel-Lucent's Ba2 CFR is stable.

It anticipates:

   -- mid-single digit growth for the company;

   -- measurable progress on the integration and realization of
      synergy benefits in 2007;

   -- modest improvements in profitability during 2007; and,

   -- no further material M&A activity in the integration phase
      even though opportunities may well present themselves.

The last rating action of 3 April 2006 placed the Ba1 senior debt
ratings for Alcatel on review for possible downgrade and the B1
unsecured debt ratings of Lucent on review for possible upgrade
after the merger disclosure.

Downgrades:

   * Issuer: Alcatel-Lucent

      -- Corporate Family Rating, Downgraded to Ba2 from Ba1;

      -- Senior Unsecured Bank Credit Facility, Downgraded to Ba2
         from Ba1;

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded
         to Ba2 from Ba1;

      -- Senior Unsecured Medium-Term Note Program, Downgraded to
         Ba2 from Ba1; and,

      -- Senior Unsecured Regular Bond/Debenture, Downgraded to
         Ba2 from Ba1.

Upgrades:

   * Issuer: Lucent Technologies Capital Trust I

      -- Preferred Stock Preferred Stock, Upgraded to B2 from B3

   * Issuer: Lucent Technologies, Inc.

      -- Multiple Seniority Shelf, Upgraded to a range of B3
         to Ba3 from a range of Caa1 to B1;

      -- Subordinate Conv./Exch. Bond/Debenture, Upgraded to B2
         from B3;

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
         Ba3 from B1; and,

      -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
         from B1.

Outlook Actions:

   * Issuer: Alcatel-Lucent

      -- Outlook, Changed To Stable From Rating Under Review

   * Issuer: Lucent Technologies Capital Trust I

      -- Outlook, Changed To Stable From Rating Under Review

   * Issuer: Lucent Technologies, Inc.

      -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   * Issuer: Lucent Technologies, Inc.

      -- Speculative Grade Liquidity Rating, Withdrawn,
         previously rated SGL-2

   * Corporate Family Rating, Withdrawn, previously rated B1

Headquartered in Paris, France, Alcatel Lucent is one of the world
leaders in providing advanced solutions for telecommunications
systems and equipment to service providers, enterprises and
governments with 2005 pro-forma sales of
EUR18.6 billion after the Thales transaction.

Alcatel, Paris, had sales of EUR13.1 billion and a net profit of
EUR971 million in fiscal year 2005.

Lucent Technologies Inc. is headquartered in Murray Hill, New
Jersey with revenues of $8.8 billion and net income of
$527 million in its fiscal year ending Sept. 30, 2006.


ALCATEL SA: Merger Completion Cues Fitch's Ratings Downgrade
------------------------------------------------------------
After the completion of Alcatel SA's merger with Lucent
Technologies Inc., at which time Alcatel was renamed Alcatel-
Lucent, Fitch Ratings downgraded and removed Alcatel from Rating
Watch Negative as:

   -- Issuer Default Rating to 'BB' from 'BBB-'; and,
   -- Senior unsecured debt to 'BB' from 'BBB-'.

Alcatel's 'F3' short-term rating has also been withdrawn.

The Rating Outlook for Alcatel-Lucent is Stable.

Fitch has also withdrawn the Lucent's ratings due to the lack of
clarity regarding Alcatel's support and, therefore, expected
recovery of these securities in a distressed scenario:

   -- Issuer Default Rating 'BB-';
   -- Senior unsecured debt 'BB-';
   -- Convertible subordinated debt 'B'; and,
   -- Convertible trust preferred securities 'B'.

The ratings and Stable Outlook reflect:

   -- The integration risks associated with the merger, as well
      as Fitch's belief that the combined companies will be
      challenged to achieve their targeted $1.7 billion of annual
      cost reductions within three years;

   -- The anticipated continuation of a volatile demand
      environment, driven by ongoing carrier consolidation, as
      well as more concentrated and uneven carrier capital
      spending;

   -- Fitch's expectations for continued modest annual free cash
      flow over the next few years, which should be pressured by
      significant cash charges associated with Alcatel-Lucent's
      restructuring program;

   -- Alcatel-Lucent's limited opportunities to meaningfully
      improve credit protection measures over the intermediate-
      term, driven by a combination of weaker profitability
      metrics and financial profile relative to industry leading
      peers.

Ratings strengths center on:

   -- Fitch's expectations for less volatile operating
      performance and free cash flow over the longer-term, driven
      by cost reductions stemming from the company's stated
      restructuring objectives, as well as a more balanced
      geographic and customer mix;

   -- Alcatel-Lucent's leading industry positions in fixed line
      technologies such as DSL access, next generation networks,
      and optical transmission;

   -- A healthier overall supply and demand balance following
      much needed industry consolidation over the past year,
      resulting in increased market share of top tier companies,
      including Alcatel-Lucent;

   -- Sufficient liquidity position and manageable debt maturity
      schedule beyond meeting the company's approximately
      $1.7 billion of short-term debt, which could be funded by a
      combination of Alcatel-Lucent's nearly $8 billion of cash
      and cash equivalents and approximately EUR710 million of
      anticipated proceeds during the first half of calendar year
      2007 related to the company's sale of its satellite,
      transport and security operations to French defense
      company, Thales SA.

Fitch believes significant challenges exist integrating two large
cross-Atlantic, technology companies, although the company's fixed
line and mobile infrastructure positions should strengthen.
Alcatel-Lucent's position in GSM/WCDMA will remain considerably
weaker than market leaders Ericsson Telefonaktiebolaget LM and
Nokia Corporation and significant margin pressure has resulted
from emerging markets, a trend that is expected to continue.

Furthermore, in spite of recent consolidation, Fitch believes
competition will remain intense, particularly upon the completion
of competitors' integration plans and further albeit less
significant carrier consolidation, resulting in continued pricing
pressure across the sector and limiting prospects for meaningful
margin expansion.  Fitch estimates total adjusted leverage will
remain at or above 3x over the intermediate-term absent any
material change in the company's financial policies.

Pro forma liquidity as of Sept. 30, 2006 was sufficient and
consisted of:

   -- Cash and equivalents of almost $8 billion; and

   -- Alcatel's undrawn EUR1 billion senior unsecured revolving
      credit facility maturing 2009.

The aforementioned divestiture proceeds and modest annual free
cash flow will also support liquidity, while pension and post-
retirement health care obligations are not anticipated to be
material over the next few years.  Pro forma for the consummation
of the merger, total debt with equity credit for Lucent's 7.75%
convertible trust preferred securities was approximately
$7.8 billion as of Sept. 30, 2006.  Aside various tranches of
Lucent debt, the support and guarantee structure for which remains
uncertain, total debt includes:

   -- EUR154 million of 5.675% senior unsecured bonds due 2007;

   -- EUR805 million of 4.375% senior unsecured bonds due 2009;

   -- EUR1 billion of 4.75% senior unsecured convertible bonds
      due 2011; and

   -- EUR462 million of 6.375% senior unsecured bonds due 2014.


ALION SCIENCE: Moody's Changes Outlook to Negative From Stable
--------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Alion
Science and Technology Corporation to negative from stable while
concurrently raising existing ratings on the senior secured bank
facility one notch to Ba2 from Ba3.

The change in the outlook reflects slower debt reduction than
originally anticipated at the time of prior ratings primarily due
to management's revised expectation of greater cash needs for
share repurchases from its ESOP trust, phantom stock payments,
payments on stock appreciation rights, earnouts on acquisitions,
employee diversification of ESOP holdings, and interest expense.

The improved rating on the company's bank facility reflects a
modest decrease in its term loan outstandings while at the same
time benefiting from an increased amount of loss absorption from
senior unsecured debt and liabilities.

Despite the substantial revisions in expectations, Moody's
affirmed Alion's corporate family rating.  The strength of the
company's backlog, solid recompete win rates, and its substantial
position as a prime contractor continue to support the ratings.

However, erosion in Alion's financial profile has prompted the
change in outlook to negative.  Very high financial leverage, low
quality of earnings, modest cash flow available for debt
reduction, and weak coverage of interest expense are reflected in
the negative outlook.

There is minimal tolerance for further deterioration in financial
performance, such as higher financial leverage, before triggering
a downgrade of the ratings.

Additionally, Moody's believes that liquidity is under pressure
due to management's revised expectation of greater cash needs for
share repurchases from its ESOP trust, phantom stock payments,
payments on stock appreciation rights, earnouts on acquisitions,
employee diversification of ESOP holdings, and interest expense

The ratings could be lowered if Alion loses a significant
contract, pursues further debt financed acquisitions, or otherwise
experiences integration or operational difficulties causing
adjusted total debt to adjusted EBITDA to remain above 8x or
adjusted EBIT to cash interest expense to remain below 1x on a
sustained basis.

Refunding needs during the intermediate term also add downward
pressure to the ratings.  It is not likely that the ratings
outlook would migrate to positive in the near term, absent an
exogenous event.

The ratings or outlook could be raised if Alion reduces adjusted
total debt to EBITDA to below 6x on a sustained basis while
maintaining adjusted EBIT to cash interest expense above 1x.

Alion is currently undertaking a recapitalization to repay its
$170 million bridge loan, to partially repay approximately
$12 million of outstandings under its revolver, to partially repay
about $13 million of its term loan, and to pay related fees and
expenses.  The transaction is being financed with
$200 million in proposed senior unsecured notes.

Moody's took these ratings actions:

   -- Assigned B3, LGD5, 71% to the proposed $200 million senior
      unsecured notes, due 2014;

   -- Raised to Ba2, LGD2, 19% from Ba3 the $50 million senior
      secured revolving credit facility, due Aug. 2, 2009;

   -- Raised to Ba2, LGD2, 19% from Ba3 the $260 million senior
      secured term loan B, due Aug. 2, 2009;

   -- Affirmed B2 Corporate Family Rating;

   -- Affirmed B2 Probability of Default Rating; and,

   -- Affirmed Speculative Grade Liquidity Rating SGL-3.

The ratings outlook changed to negative from stable.  The ratings
are subject to the conclusion of the proposed transaction and
Moody's review of final documentation.

Alion, headquartered in McLean, Virginia, is an employee-owned
technology solutions company delivering technical solutions and
operational support to the Department of Defense, civilian
government agencies, and commercial customers.  Revenue for the
fiscal year ended Sept. 30, 2006 was approximately $509 million.


AMAZON.COM INC: Moody's Lifts Corporate Family Rating to Ba2
------------------------------------------------------------
Moody's Investors Service upgraded the long term debt ratings of
Amazon.com, affirmed the speculative grade liquidity rating at
SGL-2, and assigned a stable rating outlook.

The upgrade recognizes the company's continued reduction in funded
debt levels, which has resulted in further improvement in credit
metrics and should allow the company to maintain strong credit
metrics despite potential uneven operating income performance.
Since 2003 the company has retired approximately $1.2 billion in
debt.

These ratings are upgraded:

   -- Corporate family rating to Ba2 from Ba3;

   -- Probability of default rating to Ba2 from Ba3;

   -- Senior subordinated notes to Ba3, LGD5-82% from B2, LGD5,
      82%; and,

   -- Multiple shelf ratings to Ba1; LGD3-35%, Ba3; LGD5-82%, B1;
      LGD6-97% from Ba2; LGD3-35%, B2; LGD5-82%, B2; LGD6-97%.

Amazon.com's Ba2 corporate family rating reflects the company's
dominant position in online retailing, well recognized brand name,
international diversification, and solid credit metrics.

The impact of these strengths on the rating is limited by the
company's uneven and unpredictable operating profits, which are a
by-product of its limited track record, evolving business
strategy, and recent rapid growth.

In addition, the rating is constrained by the potential
ramifications of its young corporate age on business procedures,
controls and corporate governance.

The rating also reflects profitability that is below that of its
peer group and very high seasonality, with the vast majority of
its cash flow generation being highly dependent on its fourth
quarter.  The company's lack of a committed bank facility is a
negative rating factor and will likely constrain upward rating
pressure over the near term.

The rating outlook is stable.

Upward ratings momentum could develop should the company's
operating margins stabilize above 4% while maintaining Debt/EBITDA
below 3x.

In addition, upward ratings momentum would require additional
predictability of the company's profitability and evidence of
stability in its business strategy.  Additional upward rating
pressure would develop should the company obtain a reasonable
level of committed bank financing.  Given the recent upgrade a
downgrade is highly unlikely.

However, the rating outlook could be changed to negative should
the company experience a sharp decline in profitability, begin to
fund its growth with debt, or should Debt/EBITDA rise above 4x.
The long term ratings, as well as the speculative grade liquidity
rating, could fall should cash balances be sustained below
$1 billion without the company having committed bank facilities in
place.

Amazon.com, headquartered in Seattle, Washington, is the world's
largest internet based retailer.   Total revenues reached
$8.5 billion for the fiscal year ended Dec. 31, 2005.


AMERICAN TOWER: Moody's Reviews Long Term Ratings for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed the long term ratings of American
Tower Corporation, American Tower Inc., American Tower L.P. and
Spectrasite Communications Inc. under review for possible upgrade
and raised AMT's liquidity rating to SGL-1 from SGL-3.

The rating action comes after AMT's recent filing of restated
results subsequent to the completion of an internal review of
certain previous stock option grants.

The net impact of the restatement was an increase to the company's
accumulated deficit by roughly $50 million, offset by an increase
in additional paid-in capital of approximately
$65 million.

The rating action also reflects Moody's belief that liquidity
concerns have been resolved and the company is well positioned to
benefit from favorable industry trends.

The review of AMT's ratings for possible upgrade will focus on:

   -- the ability and willingness of AMT to maintain its
      consolidated leverage within its stated 4x to 6x target
      range;

   -- AMT's prospects for revenue, margin and cash flow growth
      over the next couple of years; and,

   -- the company's efforts to remediate internal control
      weaknesses associated with previous stock option grants.

Moody's noted that a ratings upgrade of the corporate family
rating, should it occur, would likely be limited to Ba1.

Upgrades:

   * Issuer: American Tower Corporation

      -- Speculative Grade Liquidity Rating, Upgraded to SGL-1
         from SGL-3

On Review for Possible Upgrade:

   * Issuer: American Tower Corporation

      -- Corporate Family Rating, Placed on Review for Possible
         Upgrade, currently Ba2

Outlook Actions:

   * Issuer: American Tower Corporation

      -- Outlook, Changed To Rating Under Review From Developing

   * Issuer: American Tower, L.P.

      -- Outlook, Changed To Rating Under Review From Developing

   * Issuer: American Towers, Inc.

      -- Outlook, Changed To Rating Under Review From Developing

   * Issuer: Spectrasite Communications, Inc.

      -- Outlook, Changed To Rating Under Review From Developing

Based in Boston, American Tower Corporation is a wireless tower
operator.


AMISTAR CORP: Balance Sheet Upside-Down by $706,000 at Sept. 30
---------------------------------------------------------------
Amistar Corporation has reported its results of operations for the
three and nine months ended Sept. 30, 2006.

The company's balance sheet at Sept. 30, 2006, showed $2,719,000
in total assets and $2,925,000 in total liabilities, resulting in
a shareholders' deficit of $706,000.

Net income from continuing operations for the three months ended
Sept. 30, 2006 was $1,391,000, compared to a net loss from
continuing operations of $1,285,000 for the same quarter in 2005.

The loss from discontinued operations was $3,000 for the three
months ended Sept. 30, 2006, compared to net income of $110,000
during the same period in 2005.  There was a net loss from
continuing operations for the nine months ended Sept. 30, 2006, of
$354,000, compared to a net loss from continuing operations of
$3,026,000 for the same period in 2005.

Income from discontinued operations was $8,000 for the nine months
ended Sept. 30, 2006, compared to a $59,000 loss during the same
period in 2005.

The operating loss from continuing operations for the three months
ended Sept. 30, of 2006 and 2005, respectively, includes:

     -- $218,000 and $349,000, for start-up and machine
        development costs related to the Distributed Delivery
        Networks venture to provide automated equipment and
        systems to the retail and other pharmacy markets;

     -- $0 and $431,000, related to litigation defense and
        counter-suit costs for the lawsuit (now settled) with a
        competitor;

Net sales for the third quarter of 2006 increased $1,617,000, or
297%, to $2,162,000 compared to $545,000 for the same period in
2005.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16c5

"We are pleased to report a significant increase in sales for the
third quarter of 2006, compared to prior quarters in 2006 and the
third quarter of 2005, resulting from increases in sales of all
product lines, including our first two initial sales of the Rx-
APM-448(TM) machine through our majority-owned subsidiary
Distributed Delivery Networks.  The Amistar Distributed product
line had the largest sales increase, resulting primarily from a
six-machine sale to one customer that expanded manufacturing
capacity.  The remaining product lines that had increases in
sales, in order of magnitude were: Customer Factory Automation
equipment, DataPlace machines and Through-hole assembly machine
spare parts and service."

"We have experienced a recent trend of increases in machine and
Custom Factory Automation orders.  In addition, we completed a
significant expense reduction effort near the end of the third
quarter of 2006, which included the reduction of the facility from
approximately 80,000 to 31,000 square feet, in order to match more
closely our current manufacturing capacity to current demand
levels.  Our cash flow is expected improve with the increased
volume of business, lower expenses and increased deposits on the
increase in orders from customers.

"The third quarter 2006 results include increased recognition of
non-operating gain related to the sale and lease back transaction
of the Company's facility due to the termination of the existing
lease and the consummation of a new lease for reduced space and
term," stated Stuart Baker, President.

Headquartered in San Marcos, California, Amistar Corporation --
http://www.amistar.com/-- engages in the design, development,
manufacture, distribution, marketing, and service of automated
equipment used to assemble electronic components and product
identification media to printed circuit boards and other
assemblies.  It provides machine products, distributing circuit
board assembly machine products, and customized factory automation
design and manufacturing services.  The company, through its
majority-owned subsidiary, Distributed Delivery Networks
Corporation, provides automation solutions for the retail pharmacy
market.  It distributes its products to customers in the eyeglass
lens, life sciences, medical equipment, golf club assembly,
electronics, and RFID industries through an internal sales force.


APW ENCLOSURE: Organizational Meeting Scheduled on December 21
--------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in APW
Enclosure Systems Inc.'s chapter 11 case at 10:00 a.m., on
Dec. 21, 2006, at Room 5209, J. Caleb Boggs Federal Building,
844 King Street in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete and
return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Headquartered in Anaheim, California, APW Enclosure Systems, Inc.,
designs, manufactures, and integrates electronic enclosures,
racks, chassis, backplanes, power supplies, thermal management
products and related services for the computer, networking,
medical, telecom, semiconductor and embedded computer device
industries.  The company filed for chapter 11 protection on
Dec. 4, 2006 (Bankr. D. Del. Case No. 06-11378).  Frederick Brian
Rosner, Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between
$1 million and $100 million.


ASIA PREMIUM: Sept. 30 Balance Sheet Upside-Down by $2.5 Million
----------------------------------------------------------------
Asia Premium Television Group Inc. incurred a $416,440 net loss on
$12,560,752 of revenues during the third quarter ending Sept. 30,
2006, the company disclosed on a Form 10-Q filing delivered to the
Securities and Exchange Commission.

As of Sept. 30, 2006, the company's balance sheet showed
$18,307,684 in assets and $20,828,138 in liabilities.  The
company's equity deficit as of Sept. 30, 2006, narrowed to
$2,520,454 from a $2,702,824 equity deficit at Dec. 31, 2005.  The
company had $17,339,771 in current assets at Sept. 30, 2006,
available to pay off $20,810,436 of debts due in the next 12
months.

                       Going Concern Doubt

At Sept. 30, 2006, the company had a working capital deficiency of
$3,470,665.  The company's management expressed substantial doubt
about the company's ability to continue as a going concern due to
liquidity problems.  However, management believes the going
concern is mitigated because of these factors:

   a) convertible notes payable in the amount of  $4,000,000 is
      included in current liabilities but the note is held by a
      significant shareholder and will be repaid by conversion
      into common stock;

   b) the Company has shown a net profit in each of the two most
      recent fiscal years and expects the trend to continue; and

   c) the Company has generated positive cash flows in each of the
      two most recent fiscal years and expects the trend to
      continue.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?16b3

Asia Premium Television Group, Inc., provides marketing, brand
management, advertising, media planning, public relations and
direct marketing services to clients in the People's Republic of
China.  The Company's primary operating activities are Publishing
advertisements as agents for clients; Media consulting services;
and Advertising production.


B&G FOODS: S&P Places Preliminary Sr. Unsecured Debt Rating at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
senior unsecured debt rating, preliminary 'CCC+' subordinated debt
rating, and preliminary 'CCC' preferred stock rating to the $200
million shelf filing by B&G Foods Holding Corp.

The company may sell a combination of enhanced income securities,
common stock, preferred stock, debt securities, warrants, or
units.  Net proceeds are expected to be used for general corporate
purposes, which may include reducing outstanding indebtedness,
increasing working capital, or financing acquisitions and capital
expenditures.

The corporate credit rating on Parsippany, New Jersey-based B&G is
B/Negative/--.

The rating reflects the company's high debt levels after a history
of debt-financed acquisitions and an enhanced income securities
capital structure.

At Sept. 30, 2006, B&G had about $431 million of debt outstanding.
The company is a manufacturer, marketer, and distributor of a
diversified portfolio of food products, including branded pickles,
peppers, taco shells, salsa, hot sauces, maple syrup, salad
dressing, and other specialty food products.

Ratings list:

   * B&G Foods Holding Corp.

      -- Corporate Credit Rating at B/Negative/--

Ratings Assigned:

   * B&G Foods Holding Corp.

   * $200 Million Shelf Debt

      -- Senior Unsecured at B;
      -- Subordinated at CCC+; and,
      -- Preferred Stock at CCC.


BALLY TOTAL: Posts $5.7 Million Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Bally Total Fitness Holding Corp. reported a $5.7 million net loss
on $248.4 million of revenues for the quarter ended Sept. 30,
2006, compared with a $214,000 net loss on $247.9 million of
revenues for the same period in 2005.

At Sept. 30. 2006, the company's consolidated balance sheet showed
$429.2 million in total assets and $1.85 billion in total
liabilities, resulting in a $1.42 billion total stockholders'
deficit.

At Sept. 30, 2006, the company's consolidated balance sheet showed
strained liquidity with $61 million in total current assets
available to pay $437.8 million in total current liabilities.

The net loss from continuing operations for the quarter of
$5.7 million reflects the impact of interest expense of
$26 million, which increased $4.2 million over the third quarter
of 2005, primarily due to amortization of deferred financing fees
incurred related to bondholder consent solicitations.

Net revenues for the quarter of $248.4 million increased $0.5
million over the third quarter of 2005, primarily due to the
increase in membership revenue by $1.9 million to $204.5 million.
Personal training revenue of $29.8 million declined 1% from the
2005 third quarter.  Retail products revenue decreased $1.3
million from the same period last year reflecting the conversion
of lower performing full-size, in-club retail stores to a more
cost effective model integrated into front-desk operations.

Operating income of $19.9 million for the quarter declined 11%
from $22.3 million in 2005.  Operating expenses in the period were
$228.5 million, an increase of $2.8 million compared to the third
quarter last year.  Certain operating expenses increased in the
third quarter, including a $1.3 million, or 1% increase in
membership services expenses over 2005 as a result of higher
litigation, property tax and insurance costs.  An increase in
other general and administrative costs of $4.7 million, or 34%,
reflected compensation costs of $5.4 million related to the
separation agreement with its former Chairman and CEO.

Additionally, the company recorded a $3.0 million asset impairment
charge reflecting the excess of the carrying value over the fair
market value of one of the company's properties in the previously
announced sale and leaseback transaction.  These higher operating
expenses were offset, in part, by a $2.2 million net gain
associated with the sales of land and buildings, a decline in
retail product expenses of $2.2 million, or 17%, and a decrease of
$1.5 million, or 10%, in depreciation expense.

The Company uses EBITDA (operating income plus depreciation and
amortization and asset impairment charges) as a measure of
operating performance.  EBITDA in the third quarter was
$36.3 million, compared to $37.2 million in last year's third
quarter, a 2% decline.

Commenting on the results, Barry R. Elson, acting Chief Executive
Officer, said, "During the quarter, Bally began to implement
fundamental changes in the way we do business.  Top line
performance continued to be negatively affected by the ongoing
impact of unfavorable pricing and membership mix trends that began
in late 2005 with the introduction of the 'Build Your Own
Membership' sales process.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at: http://researcharchives.com/t/s?161f

Bally Total Fitness Holding Corp. -- http://www.Ballyfitness.com/
-- is a commercial operator of fitness centers in the U.S., with
nearly 390 facilities and 30 franchises and joint ventures located
in 29 states, Mexico, Canada, Korea, China and the Caribbean.
Bally also sells Bally-branded apparel, nutritional products,
fitness-related merchandise and its licensed portable exercise
equipment is sold in more than 10,000 retail outlets.

                          *      *      *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service affirmed the Caa1 rating on Bally Total
Fitness Holding Corporation's $235 million 10.5% senior unsecured
notes (guaranteed) due 2011 and the Caa3 rating on the company's
$300 million 9.875% senior subordinated notes due 2007.  The
rating outlook remains negative.


BEAR STEARNS: Moody's Rates Class B-5 Certificates at Ba1
---------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Bear Stearns Mortgage Funding Trust
2006-AR4, and ratings ranging from Aaa to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by first lien, adjustable-rate,
negative amortization Alt-A mortgage loans originated by Bear
Stearns Residential Mortgage Corp. and EMC Mortgage Corporation.

The ratings are based primarily on the credit quality of the
loans, and on protection against losses from subordination, excess
spread, and overcollateralization.

In addition, the Class A-2 certificates also benefit from a
financial guarantee policy issued by Ambac Assurance Corporation,
whose insurance financial strength is rated Aaa.  Moody's expects
collateral losses to range from 0.95% to 1.15%.

EMC will service the loans.  Moody's has assigned EMC its servicer
quality rating of SQ2 as a primary servicer of prime loans.

These are the rating actions:

   * Bear Stearns Mortgage Funding Trust 2006-AR4

   * Mortgage Pass-Through Certificates, Series 2006-AR4

                     Class A-1, Assigned Aaa
                     Class A-2, Assigned Aaa
                     Class B-1, Assigned Aaa
                     Class B-2, Assigned Aa3
                     Class B-3, Assigned A3
                     Class B-4, Assigned Baa1
                     Class B-5, Assigned Ba1


BEARD COMPANY: September 30 Balance Sheet Upside Down by $7 Mil.
----------------------------------------------------------------
The Beard Company filed its quarterly financial statements for the
three-month period ended Sept. 30, 2006, with the Securities and
Exchange Commission.

The company reported a $375,000 net loss on $571,000 of revenues
for the quarterly period ended Sept. 30, 2006, compared to a
$574,000 net loss on $344,000 of total revenues during the same
prior year period.

At Sept. 30, 2006, the company's balance sheet showed $14,768,000
in total assets and $22,280,000 in total liabilities, resulting in
a $7,512,000 stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $639,000 in total current assets available to pay
$11,635,000 in total current liabilities.

During the first nine months of 2006, Beard Company obtained net
additional working capital of approximately $191,000 from the
private debt placement completed in the first quarter, and an
additional $290,000 as a result of draws made under its new bank
facility.

Despite these additions, the company's working capital deficit
increased sharply, from $2,448,000 at Dec. 31, 2005, to
$10,996,000 at Sept. 30, 2006, primarily as a result of the
additional $8,005,000 of short-term borrowings utilized to finance
the construction of their Pinnacle Project.  This quarter's
working capital deficit is expected to be temporary since most of
the borrowings should be reclassified to long-term debt once the
final funding for the Pinnacle Project is in place.  The deficit
will be further reduced to the extent that any funds reimbursed to
Beard Technologies for overhead charges and other expenses are not
utilized for working capital.

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

              http://researcharchives.com/t/s?16d0

                      Going Concern Doubt

Cole & Reed P.C., in Oklahoma City, Oklahoma, raised substantial
doubt about The Beard Company's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's recurring losses and negative cash flows from
operations during each of the last five years.

                    About The Beard Company

Based in Oklahoma City, Oklahoma, The Beard Company --
http://www.beardco.com/-- focuses on fuel and chemical
production.  It operates coal fines reclamation facilities in the
U.S., has produced carbon dioxide gas since the early 1980's, and
operates organic chemical compound fertilizer plants in China.
The Company also operates its e-Commerce segment, which develops
business opportunities to leverage Starpay's(TM) intellectual
property portfolio of Internet payment methods and security
technologies.


BENLASER LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Benlaser, LLC
        dba Sona Medspa
        15018 Contoy Place
        Tampa, FL 33618

Bankruptcy Case No.: 06-06984

Type of Business: The Debtor is a Sona MedSpa franchisee that
                  specializes in laser hair removal, and
                  lightbased skin treatments.

Chapter 11 Petition Date: December 8, 2006

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Total Assets: $254,700

Total Debts:  $1,316,450

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Community Bank of Manatee     All equipment and         $201,000
600 State Road, 70 East       machinery, including
Bradenton, FL 34203           power-driven machinery
                              and equipment,
                              furniture and fixtures,
                              inventory, accounts
                              receivables, contract
                              rights
                              Value of security:
                              $20,000

First Security Bank           2-Cynosure, Model         $172,000
P.O. Box 70                   9300, Apogee w/
Canby, MN 56220               Cooler and 1 Cynosure,
                              Acclaim w/ Cooler,
                              (Lease with option to
                              purchase)
                              Value of security:
                              $40,000

Clear Channel Radio           Advertisement             $114,000
4002 Gandy Boulevard
Tampa, FL 33611

AmSouth Bank - Mtg. Dept.     Line of credit             $99,000

MW Hyde Park                  Landlord                   $80,000

Professional Solutions        Harmony Multi-             $72,000
                              application estheci
                              platform, Acne 420
                              AFT acne module,
                              VP 540 AFT vascular
                              and pigmented lesions
                              mudle, SR 570 AFT skin
                              rejuvenation
                              Value of security:
                              $15,000

The Bank of Tampa             Harmony Multi-             $50,000
                              application estheci
                              platform, Acne 420
                              AFT acne module,
                              VP 540 AFT vascular
                              and pigmented lesions
                              mudle, SR 570 AFT skin
                              rejuvenation
                              Value of security:
                              $15,000
                              Senior lien:
                              $72,000

Cox Radio                     Advertisement              $45,000

Clear Channel (outdoor)       Advertisement              $17,000

Bank of America               Line of credit             $15,500

American Express              Credit card                $13,000

Advanta                       Credit card                $10,500

Performix                     Advertisement               $6,400

Availability, Inc.            Services                    $5,000

Obagi                         Purchases                   $4,500

Caligor                       Purchases                   $4,400

Pretty City, Inc.             Advertisement               $4,000

Tampa Tribune                 Advertisement               $3,500

Trenam Kemker                 Services                    $2,750

Sound Surgical                Purchases                   $2,000


BLAST ENERGY: Incurs $3.1 Mil. Net Loss in 2006 Third Quarter
-------------------------------------------------------------
Blast Energy Services Inc. posted a 2006 third quarter net loss of
$3,162,000 from a loss of $720,000 for the corresponding period in
2005.  The company reports that the increase is primarily
attributable to the negative contributions from its drilling and
down-hole solutions business lines.

Blast Energy generates revenue from its contract land drilling
business by contracting with customers to utilize its rigs under
day rate contracts.  Drilling services' revenues were $158,000 for
the quarter ended Sept. 30, 2006, which was generated by only one
rig in operation for a partial month.

The operating margin from Drilling Services was a loss of $635,000
for the quarter ended Sept. 30, 2006.  The expenses were primarily
labor and material related associated with operating and repair of
the drilling rigs and running the fabrication yard.

While its primary business in the near term is the contract land
drilling business, Blast Energy has been striving to develop a
commercially viable lateral drilling technology with the potential
to penetrate through well casing and into reservoir formations to
stimulate oil and gas production.  Down-hole Solutions' revenues
were zero for the quarter ended Sept. 30, 2006, compared to $8,500
for the quarter ended Sept. 30, 2005.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16d9

                      Going Concern Doubt

As reported on the Troubled Company Reporter on June 30, 2006,
Malone & Bailey, P.C., in Houston, Texas, raised substantial doubt
about Blast Energy's ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the Company's
recurring losses from operations, a working capital deficiency of
$600,000, a net loss of $2.9 million, and an accumulated deficit
of $29.9 million for the year ended Dec. 31, 2005.  The Company is
trying to raise additional capital in response to its financial
difficulty.

                     About Blast Energy

Headquartered in Houston, Texas, Blast Energy Services, Inc.
(OTCBB: BESV) -- http://www.blastenergyservices.com/-- has
developed a commercially viable lateral drilling technology with
the potential to penetrate through well casing and into reservoir
formations to stimulate oil and gas production.  The Company also
has a secondary business segment providing satellite communication
services to energy companies.  This service allows energy
companies to remotely monitor and control wellhead, pipeline,
drilling, and other operations through low cost broadband data
and voice services.


BLOCK COMMUNICATIONS: Moody's Cuts Corporate Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service downgraded Block Communications Inc.'s
corporate family rating from Ba3 to B1 and placed the rating on
review for further possible downgrade.

The downgrade to B1 reflects the company's high debt to EBITDA
leverage, higher than previously anticipated losses at the
publishing segment, continuing cash consumption, and the
uncertainty surrounding the resolution of the ongoing union labor
negotiations.

The review will focus on Block's ongoing union labor negotiations
and the impact of a resolution or a delay in a resolution of these
negotiations on the company's credit metrics including debt to
EBITDA leverage and EBITDA margin.

The ratings continue to derive support from the meaningful
underlying asset value of Block's technologically advanced cable
system and the company's broadcast television stations, and the
stability of and growth prospects for the cable operations.

Moody's has taken these ratings actions:

   * Issuer: Block Communications, Inc.

      -- Corporate Family Rating downgraded Ba3 to B1;

      -- Probability of Default Rating downgraded Ba3 to B1;

      -- Secured Revolver affirmed Ba1; from LGD2, 17% to LGD2,
         18%;

      -- Secured Term Loan affirmed Ba1; from LGD 2, 17% to LGD2,
         18%; and,

      -- 8 % Senior Notes due 2015 downgraded B1 to B2; from
         LGD5, 72% to LGD5, 73%.

All ratings are under review for further possible downgrade.

Block Communications, Inc., headquartered in Sylvania, Ohio, is a
diversified media company with operations in cable television,
telecommunications, newspaper publishing and television
broadcasting.


BLUE HERON: Fitch Holds BB+ Rating on $20 Million Class E Notes
---------------------------------------------------------------
Fitch Ratings affirms all classes of notes issued by Blue Heron
Funding II, Ltd.

These rating actions are effective immediately:

   -- $890,000,000 class A notes affirmed at 'AAA';

   -- $20,000,000 class B notes affirmed at 'AAA';

   -- $40,000,000 class C notes affirmed at 'AAA';

   -- $24,000,000 class D notes affirmed at 'AA-';

   -- $20,000,000 class E notes affirmed at 'BBB-';

   -- $20,000,000 class E additional interest affirmed at 'BB+';
      and,

   -- $6,000,000 certificates affirmed at 'AAA'.

Since the last rating action the underlying portfolio has
continued to perform.  The Fitch weighted average rating factor
has improved from 0.51, as of February 2006 trustee report, down
to 0.47 as of November 2006 but remains in the 'AAA'/'AA+' bucket.
In the same period of time the Certificates have received
distributions in the amount of $ 477,857, which for the purposes
of this review are considered principal repayments.  The deal is
expected to exit its reinvestment period in March of 2007.

The ratings on classes A, B and C address the timely payment of
interest and the ultimate repayment of principal by the stated
maturity date.  The rating on the class D notes addresses the
ultimate repayment of principal and the ultimate payment of
interest by the stated maturity date.  The rating on the class E
notes addresses the ultimate repayment of principal and the
ultimate payment of interest at a rate equal to LIBOR by the
stated maturity date.  The rating on the class E additional
interest addresses the ultimate payment of class E interest at a
rate equal to 2.4% per annum on the outstanding rated balance of
the class E notes and the rating on the certificates addresses the
ultimate repayment of principal only by the stated maturity date.

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


BROOKFIELD PROPERTIES: Plans to Raise $1.2 Billion in Share Sale
----------------------------------------------------------------
Brookfield Properties Corporation plans to raise about
$1.2 billion in a share sale by selling 30 million shares.  The
company will use a portion of the sale proceeds to repay debts
related to Brookfield and Blackstone Group L.P.'s $8.9 billion
acquisition of Trizec Properties Inc., Brian Louis and Peter
Woodifield of Bloomberg News report.

Aside from paying up debts, the World Financial Center owner will
also use some of the proceeds to pay lines of credit and other
general expenses.

Demand for office space has significantly increased as oil
companies add more personnel to their ranks to meet production
needs.  Brookfield has been benefiting from the increased demand
in office and building property, Bloomberg reports.

In its 2007 earnings forecast, the company has projected that its
commercial net operating income, as well as operating margins from
its residential development projects, will increase approximately
5%.  The company told Bloomberg that depreciation will also
increase in 2007 as a result of the Trizec acquisition.

                  About Brookfield Properties

Brookfield Properties Corporation (NYSE: BPO) (TSX: BPO) --
http://www.brookfieldproperties.com/-- owns, develops and manages
premier North American office properties.  The Brookfield
portfolio comprises 47 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.

                         *     *     *

As reported in the Troubled Company Reporter on Oct 20, 2006,
Standard & Poor's Ratings Services affirmed its 'BBB' long-term
corporate credit rating on New York-based Brookfield Properties
Corp.  The 'BB+' global scale and 'P-3(High)' Canadian national
scale preferred stock ratings were also affirmed.  The outlook for
Brookfield is negative.


CATHOLIC CHURCH: Court Rejects Tucson's Immaculate Heart Agreement
------------------------------------------------------------------
The Honorable James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona denies the Diocese of Tucson's request to
approve its Settlement Agreement with the Sisters of the
Immaculate Heart of Mary, Inc., without prejudice.

                      Two Claimants object

Prior to the Court's ruling, Mary Ann Shelton and Frank Canella,
holders of Claim Nos. 211 and 235, assert that there is no legal
basis for the proposed settlement agreement because the Immaculate
Heart Sisters, previously "stipulated with prejudice" to give up
its claims against Tucson and any participation in Tucson's Plan
of Reorganization, which the Court approved.

G. David DeLozier, Esq., at G. David DeLozier, P.C., in Cave
Creek, Arizona, contends that Ms. Shelton and Mr. Canella's
interests and claims against Immaculate Heart now pending in
Superior Court will be harmed and prejudiced by the Bankruptcy
Court's approval of the proposed settlement agreement because:

    (a) the Claimants, in their reliance to the Bankruptcy Court's
        ruling, filed suit against Immaculate Heart, incurring
        attorney time and costs in preparing their complaint,
        reviewing responsive pleadings, propounding discovery,
        investigation, research and preparing an extensive
        disclosure statement;

    (b) the Claimants' suit is approaching trial and they are
        eager to have their day in court, after expending so much
        time and effort;

    (c) had Immaculate Heart joined Tucson from the beginning,
        the Claimants' energy, costs and time expenditures would
        have been avoided;

    (d) the Claimants will suffer a significantly decreased
        damages award if their claims are included in Tucson's
        Plan -- most likely their claims will be in a Tier I or II
        category pursuant to the Plan.

Mr. DeLozier asserts that prior stipulations and Court orders are
final and the Court should refuse to reopen what has been
previously decided, else, it would be unlawful, unfair, and
inequitable for the Claimants.

Under collateral estoppel, once a court of competent jurisdiction
has determined the issue, that determination is conclusive in
subsequent suits based on a different cause of action involving a
party to the prior litigation, Mr. DeLozier explains.

Ms. Shelton and Mr. Canella, therefore, ask Judge Marlar to either
(i) deny the settlement agreement, or (ii) approve the Agreement
and exclude their claims and interests.

                         Diocese Responds

The Diocese of Tucson asks Judge Marlar to overrule Ms. Shelton
and Mr. Canella's objection, and to approve the Immaculate Heart
Settlement Agreement.

Kasey C. Nye, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, contends that:

    (a) the Claimants misunderstand the nature of the Settlement;

    (b) the Plan and the Settlement have no effect on direct
        claims against Immaculate Heart that are not derivative of
        the claims against the Diocese;

    (c) the Claimants lack standing to object;

    (d) the Claimants are not interested parties under Section
        1109 of the Bankruptcy Code because their claims are
        barred when they failed to file proofs of claim prior to
        the Bar Date;

    (e) there is no likelihood that the injury will be redressed
        with a favorable decision against the Diocese because any
        direct claims against the Diocese are barred; and

    (f) Immaculate Heart gave up its claims against the Diocese
        but not its ability to become a participating third party.

Furthermore, Mr. Nye says, the stipulation referred to in the
Objection did not release the Diocese's claims of indemnity or
contribution against Immaculate Heart, which Immaculate Heart
obtained by paying the Settlement Amount.  In addition, Immaculate
Heart obtained freedom from liability that is derivative of
Diocesan liability by becoming a Participating Third Party and
benefiting from the channeling injunction created by the Plan and
Confirmation Order, Mr. Nye continues.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  Tucson's Third Amended and Restated Plan of
Reorganization became effective on Sept. 20, 2005.  (Catholic
Church Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Spokane to Hold Plan-Related Conference on Jan. 5
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
continues the status and scheduling conference for all the Diocese
of Spokane matters -- including the plans of reorganization and
disclosure statement filed in the Diocese's case -- to Jan. 5,
2007.

Judge Patricia C. Williams vacates her prior ruling scheduling the
conference on Dec. 11, 2006.

Judge Williams will also take up at the January 5 conference
Spokane's requests to approve the settlement agreements with
General Insurance Company of America, ACE Property and Casualty
Insurance Company, Indiana Insurance Company, and Oregon Auto
Insurance Company.

Confirmation hearings of competing plans have been taken off and
may be rescheduled at a later time.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 74; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CENTRAL VERMONT: Fitch Affirms and Withdraws BB+ Ratings
--------------------------------------------------------
Fitch Ratings affirms and simultaneously withdraws the ratings on
Central Vermont Public Service as:

   -- Issuer Default Rating 'BB+';
   -- First Mortgage Bonds 'BBB'; and,
   -- Preferred Stock 'BB+'.

Fitch will no longer provide analytical coverage of this issuer at
the issuer's request.


CIRTRAN CORP: Posts $2.9 Million Net Loss in 2006 Third Quarter
---------------------------------------------------------------
CirTran Corp. reported a $2,980,288 net loss on $3 million of net
revenues for the three months ended Sept. 30, 2006, compared to a
net income of $575,042 on $4.3 million of revenues for the same
period in 2005.

The company's September 30 balance sheet also showed strained
liquidity with $5,007,706 in total current assets available to pay
$10,907,653 in total current liabilities coming due within the
next 12 months.

As of June 30, 2006, the company's accumulated deficit increased
to $23,239,914, compared to $19,327,310 at Dec. 31, 2005.

The company relates that its $2.9 million quarterly loss, working
capital deficit of $5,899,947, and its accumulated deficit of
$23,239,914 for this quarter raise substantial doubt about its
ability to continue as a going concern.

The company notes that the recoverability of a major portion of
its recorded asset amounts is dependent upon its continued
operations, which in turn is dependent upon the its ability to
meet financing requirements on a continuing basis, to maintain or
replace present financing, to acquire additional capital from
investors, and to succeed in its future operations.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16c8

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 2, 2006,
Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about CirTran Corporation's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.
The auditor pointed to the Company's losses, negative working
capital, and accumulated deficit.

                      About CirTran Corp.

Headquartered in Salt Lake City, Utah, CirTran Corp. (OTCBB:
CIRT) -- http://www.CirTran.com/-- is an international full-
service contract manufacturer of low to mid-size volume contracts
for printed circuit board assemblies, cables and harnesses to the
most exacting specifications.  CirTran's modern 40,000-square-foot
non-captive manufacturing facility -- the largest in the
Intermountain Region - provides "just-in-time" inventory
management techniques designed to minimize an OEM's investment in
component inventories, personnel and related facilities, while
reducing costs and ensuring speedy time-to-market.


CKE RESTAURANTS: S&P Lifts Corporate Credit Rating to BB- from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Carpinteria, California-based quick-service operator CKE
Restaurants Inc. to 'BB-' from 'B+'.  All ratings are removed from
CreditWatch, where they were placed on Oct. 24, 2006, with
positive implications.

The outlook is stable.

"The upgrade reflects CKE's substantial debt reduction and
improved operating performance over the past three years," said
Standard & Poor's credit analyst Diane Shand.

CKE has also substantially reduced debt over the past three years
through the conversion of a portion of its convertible notes into
common equity and, to a lesser degree, repayment of debt.

Total funded debt declined to $183.6 million at Aug. 14, 2006,
from $418.7 million at Jan. 26, 2004.  Cash flow protection
measures have strengthened as a result of better profitability and
reduced debt.  EBITDA coverage of interest increased to 3.6x in
the 12 months ended Aug. 14, 2006, from 2.9x at the end of 2005,
and total debt to EBITDA declined to 2.8x from 3.6x.

The rating on CKE reflects the company's small size in the highly
competitive quick-service sector of the restaurant industry and
poor historical operating performance under the Hardee's brand
name.  These risks are partially offset by its improving
profitability in the past three years.

CKE is an operator and franchiser of restaurants operating
primarily under the Carl's Jr. and Hardee's brand names.  In
recent years, management has shifted its focus to premium products
from discount products and is targeting males in the 18-35 age
range.  Results have been encouraging, with sales gains and margin
improvement in the past three years.  Same-store sales at Carl's
Jr. rose 5.6% in the first nine months of 2006, following gains of
2.2% in all of 2005, while Hardee's same-store sales increased
4.8% after being flat in all of 2005.


CLEVELAND ELECTRIC: Fitch Rates $300MM Senior Notes at BB+
----------------------------------------------------------
Fitch rates Cleveland Electric Illuminating's anticipated
$300 million 5.95% senior unsecured notes due 2036 at 'BB+'.

The Rating Outlook is Positive.

Proceeds from the debt offering are expected to be used to
repurchase a portion of CEI's common stock from its parent,
FirstEnergy Corp. and for general corporate purposes.

The ratings and Positive Rating Outlook reflect CEI's relatively
stable operating cash flows, a balanced Ohio regulatory
environment, and assumes that the utility's credit metrics will
remain supportive of current or improved credit ratings upon
completion of the financial restructuring currently underway at
the FE family of companies.

In addition, the ratings and Positive Outlook consider the January
2006 approval of CEI's rate certainty plan by the Public Utilities
Commission of Ohio.

Fitch also considers the effect of certain joint and several
obligations with affiliate Toledo Edison Company and anticipates
reasonable regulatory outcomes in Ohio.  CEI's rate certainty plan
and supply contract with FirstEnergy Solutions, FE's power supply
subsidiary, through 2008 substantially mitigates the utility's
power supply cost exposure, in Fitch's opinion.

The primary concern for CEI fixed income investors is the
uncertain outlook for development of effective post-2008 Ohio
power supply markets and the potential erosion of political
support for recovery of prudently incurred costs in a high and
rising commodity cost environment.


COLORADO SPORTING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Colorado Sporting Club, Inc.
        0021 Burnt Mountain Circle
        Snowmass Village, CO 81615

Bankruptcy Case No.: 06-19130

Chapter 11 Petition Date: December 7, 2006

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Douglas M. Tisdale, Esq.
                  1600 Broadway Suite 2600
                  Denver, CO 80202

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


COMPANHIA SIDERURGICA: Ups Corus Bid to $9.6 Bil.; Tops Tata Offer
------------------------------------------------------------------
Brazilian steelmaker Companhia Siderurgica Nacional increased its
purchase offer for Corus Group Plc to $9.6 billion or 515 pence a
share, topping Tata Steel Ltd.'s 500 pence per share offer.

Companhia Siderurgica's move pushed Corus's stock to rise as high
as 529.5 pence, signalling that investors expect another bid,
Bloomberg News says.

Regardless of who wins the bidding war, a merger would Corus would
result to the fifth largest steel firm in the world.

Companhia Siderurgica and Corus have held merger talks in 2002 but
competition issues and unfavorable conditions in the steel
industry hindered negotiations.

Companhia Siderurgica proposed purchase of Corus will be be funded
through a GBP4.35 billion of debt underwritten by Barclays Plc,
ING Groep NV and Goldman Sachs Group Inc., Bloomberg says, citing
Chief Financial Officer Otavio Lazcano.

Meanwhile, Companhia Siderurgica promised to pay BP138 million to
fund the deficit in the Corus Engineering Steels Pension Scheme,
Bloomberg says.  Also, the steelmaker will up the contribution
rate on the British Steel Pension Scheme to 12% from 10% until
March 31, 2009.  The company's success in acquiring Corus hinges
on the unions support, according to published reports.

                        About Tata Steel

Established in 1907, Tata Steel is Asia's first and India's
largest private sector steel company. Tata Steel is among the
lowest cost producers of steel in the world and one of the few
select steel companies in the world that is EVA+ (Economic Value
Added).

                        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.

                   About Companhia Siderurgica

Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages.  This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.

                          *     *     *

As reported on Nov. 21, 2006, Standard & Poor's Ratings Services
placed its 'BB' corporate credit rating on Brazil-based steel
maker Companhia Siderurgica Nacional on Credit Watch with negative
implications after the company announced its intention to acquire
Corus Group Plc.


CORUS GROUP: Agrees to GBP4.9 Bil. Cash Purchase by Brazilian Firm
------------------------------------------------------------------
The boards of CSN Acquisitions Limited, a wholly owned subsidiary
of Companhia Siderurgica Nacional, and Corus Group plc have agreed
on the terms of a recommended pre-conditional cash acquisition by
CSN Acquisitions of the entire issued and to be issued share
capital of Corus at a price of 515 pence for each Corus Share,
valuing Corus at approximately GBP4.9 billion.

CSN believes there is compelling strategic and industrial logic
for a combination with Corus as it would:

   * create a top five global steel group with approximately
     24 million tonnes of annual steel production and, by 2010,
     approximately 50 million tonnes of annual iron ore
     production;

   * enable Corus to secure supply of high quality, low cost iron
     ore from CSN's Casa de Pedra mine, one of the largest captive
     mines in the world, leading to incremental annual cash-flow
     in Corus of approximately US$450 million (on a pre-tax basis)
     by 2009;

   * in time, provide Corus with access to increasing quantities
     of low cost semi-finished steel for further processing
     through its downstream facilities in Europe;

   * allow Corus greater access to fast growing markets as well as
     providing opportunities for cross-selling the enlarged
     portfolio of products;

   * create the potential to capture significant annual synergy
     benefits of approximately US$300 million (on a pre-tax basis)
     by 2009, through initiatives including global procurement
     savings, optimisation of product flows, integrated commercial
     policy and the sharing of best practices; and

   * give CSN the ability to leverage Corus' exceptional research
     and development and engineering expertise across the combined
     group.

The price of 515 pence per Corus Share represents:

   * a premium of approximately 42.9% to the average closing mid-
     market price of 360.5 pence per Corus share for the twelve
     months to and including Oct. 4 2006, being the last business
     day before the announcement by Tata that it was evaluating
     various opportunities, including Corus;

   * a premium of approximately 26.4% to the closing mid-market
     price of 407.5 pence per Corus Share on Oct. 4 2006; and

   * a premium of approximately 3% to the revised offer price made
     by Tata at 500 pence per Corus share.

CSN Acquisitions has held constructive and satisfactory
discussions with the trustees of Corus' two main UK pension
schemes and has agreed with committees of the relevant boards of
pension trustees an arrangement, which will be recommended to the
full boards of the pensions trustees, whereby CSN Acquisitions
will:

   * fund upfront the IAS 19 deficit on the Corus Engineering
     Steels Pension Scheme by paying GBP138 million into the
     scheme; and

   * increase the contribution rate on the British Steel Pension
     Scheme from 10% to 12% until March 31, 2009.

                   Waiver of the Pre-Condition

The Acquisition is subject to the satisfaction or waiver of the
Pre-Condition that either Corus Shareholders reject the Tata
Scheme or the Tata Scheme is otherwise withdrawn by Corus or
lapses.

Subject to the satisfaction or waiver of the Pre-Condition, the
Acquisition will be made by CSN Acquisitions, an indirect wholly
owned subsidiary of CSN, and is proposed to be implemented by way
of a scheme of arrangement under section 425 of the Companies Act.
The Scheme will be put to Corus Shareholders at the Court Meeting
and at the Extraordinary General Meeting, which will be convened
in due course.  The Scheme Document will be posted to Corus
Shareholders within 28 days of satisfaction or waiver of the Pre-
Condition.  In addition, a further document setting out further
details of the Acquisition and information relating to the CSN
Group will be sent to Corus Shareholders as soon as possible.

The Loan Note Alternative will be made available to Corus
Shareholders (other than certain overseas shareholders).

As at the date of this announcement, the CSN Group owns 34,072,613
Corus Shares, representing approximately 3.8% of Corus' existing
issued share capital.

The Corus Directors, who have been so advised by Credit Suisse (as
lead financial adviser), JPMorgan Cazenove and HSBC (as
independent financial adviser to Corus for the purposes of Rule 3
of the Takeover Code), consider the terms of the Acquisition to be
fair and reasonable, so far as Corus Shareholders are concerned.
Accordingly, the Corus Directors intend unanimously to recommend
that Corus Shareholders vote in favour of the Scheme at the Court
Meeting and Extraordinary General Meeting to be convened in
relation to the Acquisition.  In providing their advice, Credit
Suisse, JPMorgan Cazenove and HSBC have taken into account the
commercial assessments of the Corus Directors.

"The strategic impetus for this combination is growth -- growth in
Brazil, in Europe and for our combined workforces," Benjamin
Steinbruch, Chairman and Chief Executive Officer of CSN, said.
"Our goal is to unlock the value of our iron ore assets through
Corus, transforming them into cost effective, high quality steel
products using Corus' advanced engineering capabilities and its
excellent European distribution platform.  This is a winning
combination for all stakeholders."

                 CSN's Initial Acquisition Offer

As reported in the Troubled Company Reporter - Europe on Nov. 22,
2006, Companhia Siderurgica Nacional S.A. approached the Board of
Corus Group plc regarding a proposal to acquire the Company at a
price of 475 pence per ordinary share in cash.

"As I informed shareholders in my letter of Nov. 27, 2006, once
the Corus Directors received an approach from CSN, we provided
information and made our senior management available to enable CSN
to meet its pre-conditions and complete its due diligence," Jim
Leng, Chairman of Corus, said.  "This offer is both higher than
the initial proposal by CSN as well as the revised Tata offer of
500 pence per share.  It is also consistent with our strategic
objective of securing access to raw materials, low cost production
and growth markets.  The combination of the two businesses will
create a strong platform from which to compete and grow in an
increasingly global market."

Lazard is acting as lead financial adviser, Goldmans Sachs
International as financial adviser and joint broker, and UBS as
joint broker to CSN and CSN Acquisitions in relation to the
Acquisition.  Credit Suisse is acting as lead financial adviser,
JPMorgan Cazenove as joint financial adviser and corporate broker
and HSBC as independent financial adviser for the purposes of Rule
3 of the Takeover Code to Corus.

              About Companhia Siderurgica Nacional

Headquartered Sao Paolo, Brazil, Companhia Siderurgica Nacional
S.A. (NYSE: SID) (BOVESPA: CSNA3) -- http://www.csn.com.br/--  
produces, sells, exports and distributes steel products, like
hot-dip galvanized sheets, tin mill products and tinplate.  The
company also runs its own iron ore, manganese, limestone and
dolomite mines and has strategic investments in railroad
companies and power supply projects.  The group also operates in
Portugal and the U.S.

                         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.


COUNTRYWIDE HOME: S&P Takes Action on Various Cert. Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of mortgage pass-through certificates from various
Alternative Loan Trust transactions serviced by Countrywide Home
Loans Inc.

Concurrently, Standard & Poor's lowered its ratings on three
classes.  In addition, the ratings on 16 classes were placed on
CreditWatch with negative implications, and two ratings remain on
CreditWatch negative.  At the same time, ratings were affirmed on
the remaining classes from these and other Alternative Loan Trust
transactions.

The upgrades reflect current and projected credit support
percentages that are greater than the original levels and are
sufficient to support the higher ratings.  Current credit support
ranges from 1.83% to 18.67% for these classes, at least 2x the
loss coverage levels associated with the higher rating levels.

The downgrades reflect actual and projected credit support
percentages that are insufficient to maintain the previous
ratings.

Standard & Poor's lowered the ratings on the B-4 classes from
series 2004-J1 and 2004-J8 to 'D' because credit support for these
classes has been completely eroded.

Standard & Poor's downgraded class B-3 from series 2004-J1 to 'B'
from 'BB' and placed the rating on CreditWatch negative because
credit enhancement for this class is projected to fall
significantly below the original amount of 0.15%.  While actual
credit enhancement is 0.14% of the current pool balance,
additional losses resulting from foreclosures and REOs will likely
erode much of the $111,733 of subordinate credit enhancement.
Cumulative losses of $263,209 for this transaction are 0.10% of
the original pool balance, and the outstanding pool balance of
this series is 28.05% of its original size.

Standard & Poor's will continue to closely monitor the performance
of series 2004-J1.  If the delinquent loans translate into
realized losses, Standard & Poor's may take additional negative
rating actions on class B-3, depending on the size of the losses
and the remaining credit support.

The remaining 17 CreditWatch negative placements reflect Standard
& Poor's projections for additional losses resulting from high
delinquencies, which may erode credit support for these classes.
Standard & Poor's will consider downgrading these classes if the
severely delinquent mortgage loans cause significant realized
losses.

Conversely, if the severely delinquent mortgage loans become
current or do not cause large realized losses, Standard & Poor's
will affirm the ratings and remove them from CreditWatch.  As of
the October 2006 distribution date, total delinquencies for these
transactions ranged from 2.38% to 14.80%, with serious
delinquencies ranging from 0.44% to 7%.  Cumulative losses for
these transactions range from 0.02% to 0.93%  of the original
trust balances.  The outstanding pool balances range from 19% to
85% of their original sizes.

The affirmations reflect current credit support levels that are
sufficient to maintain the ratings on these classes and to protect
them from actual and projected losses.  Credit enhancement for
most series is provided by subordination alone, but some benefit
from subordination, overcollateralization, and excess spread.  As
of the October 2006 remittance date, total delinquencies for all
the transactions with affirmed ratings ranged from 0% to 5.98% of
the original trust balances, and cumulative losses ranged from 0%
to 14.8%.  The outstanding pool balances for these series are no
greater than 77% of their original sizes.

                         Ratings Raised

                     Alternative Loan Trust

                                         Rating
                                         -----
           Series      Class        To           From
           ------      -----        --           -----
           2002-23     B-1          AA           A
           2002-23     B-2          A            BBB
           2002-28     M            AA+          AA
           2002-28     B-1          AA-          A
           2003-38     B-3          BB           B

     Ratings Lowered And Removed Off Of Creditwatch Negative

                     Alternative Loan Trust

                                        Rating
                                        ------
           Series      Class        To           From
           ------      -----        --           ----
           2004-J1     B-4          D            CCC/Watch Neg
           2004-J8     B-4          D            CCC/Watch Neg

       Rating Lowered And Remained On Creditwatch Negative

                     Alternative Loan Trust

                                        Rating
                                        ------
           Series      Class        To           From
           ------      -----        --           ----
           2004-J1     B-3          B/Watch Neg  BB/Watch Neg

              Ratings Remain On Creditwatch Negative

                     Alternative Loan Trust

              Series         Class          Rating
              ------         -----          ------
              2003-J11       B-3            BB/Watch Neg
              2004-J8        B-3            BB/Watch Neg

              Ratings Placed On Creditwatch Negative

                     Alternative Loan Trust

                                        Rating
                                        ------
           Series      Class        To           From
           ------      -----        --           ----
           2003-13     B-3          BB/Watch Neg BB
           2003-30     B-4          B/Watch Neg  B
           2003-33     B-4          B/Watch Neg  B
           2003-36     B-3          BB/Watch Neg BB
           2003-J14    B-4          B/Watch Neg  B
           2004-14T2   B-4          B/Watch Neg  B
           2004-2CB    B-4          B/Watch Neg  B
           2004-32CB   B-4          B/Watch Neg  B
           2004-34T1   B-4          B/Watch Neg  B
           2004-35T2   B-4          B/Watch Neg  B
           2004-5CB    B-4          B/Watch Neg  B
           2004-J6     B-4          B/Watch Neg  B
           2005-2      B-4          B/Watch Neg  B
           2005-J2     B-4          B/Watch Neg  B

                        Ratings Affirmed

                     Alternative Loan Trust

    Series         Class                                Rating
    ------         -----                                ------
    1998-12        I-A-1, II-A-3, II-A-4                AAA
    1998-12        PO, X, A-R                           AAA
    1999-13        A-1, A-R, PO, X                      AAA
    2001-1         A-1, A-2, A-3, A-4, A-5              AAA
    2001-1         A-R, PO, X                           AAA
    2002-11        1-A-1, 1-A-2, 1-A-3                  AAA
    2002-11        CB-1, CB-2, CB-6                     AAA
    2002-11        CB-7, CB-10, PO, A-R                 AAA
    2002-13        A-3, A-4, A-5, A-6, A-8              AAA
    2002-13        A-9, PO                              AAA
    2002-17        A-3, A-4, A-6                        AAA
    2002-17        PO, AR, M                            AAA
    2002-20        A-4, A-5, A-6                        AAA
    2002-20        A-7, A-8, PO, AR                     AAA
    2002-23        A-1, A-2, A-3, A-4, A-5              AAA
    2002-23        A-13, A-14, PO, A-R                  AAA
    2002-23        M                                    AA+
    2002-24        A-4, A-5, A-6                        AAA
    2002-24        PO, A-R, M, B-1                      AAA
    2002-24        B-2                                  AA+
    2002-28        A-1, X, PO, A-R                      AAA
    2002-28        B-2                                  BBB
    2002-29        A-1, A-2, A-3, A-8                   AAA
    2002-29        PO, M                                AAA
    2002-29        B-1                                  AA+
    2002-29        B-2                                  A
    2002-33        A-3, A-4, A-5, A-6                   AAA
    2002-33        A-7, A-8, A-15, A-16                 AAA
    2002-33        A-17, PO, M, B-1                     AAA
    2002-33        B-2                                  AA-
    2002-37        A-2, A-3, A-4, A-5, A-6              AAA
    2002-37        A-7, A-19, A-20, A-21                AAA
    2002-37        A-22, A-23, A-24, A-25               AAA
    2002-37        A-26, A-29, A-30, A-31               AAA
    2002-37        A-32, A-33, PO, A-R, M               AAA
    2002-37        B-1                                  AA
    2002-37        B-2                                  BBB+
    2003-5          A-1, A-2, A-3, A-4                  AAA
    2003-5         A-7, A-11, A-12, A-13                AAA
    2003-5         A-14, PO, A-R                        AAA
    2003-5         M                                    AAA
    2003-5         B-1                                  AA+
    2003-5         B-2                                  AA
    2003-5         B-3                                  A
    2003-5         B-4                                  BB
    2003-6         1-A-1, 2-A-1, PO, AR                 AAA
    2003-6         M                                    AA
    2003-6         B-1                                  A
    2003-6         B-2                                  BBB
    2003-6         B-3                                  BB
    2003-6         B-4                                  B
    2003-9         A-1, A-2, A-3, A-4, A-5              AAA
    2003-9         A-6, A-7, A-8, A-9, A-10             AAA
    2003-9         PO                                   AAA
    2003-9         M                                    AAA
    2003-9         B-1                                  AA
    2003-9         B-2                                  A
    2003-9         B-3                                  BB
    2003-9         B-4                                  B
    2003-12        1-A-1, 2-A-1, 2-A-2, 2-A-3           AAA
    2003-12        A-R, PO                              AAA
    2003-12        M                                    AA
    2003-12        B-1                                  A
    2003-12        B-2                                  BBB
    2003-12        B-3                                  BB
    2003-12        B-4                                  B
    2003-13        A-1, A-2, A-3, A-4                   AAA
    2003-13        A-6, A-8, PO                         AAA
    2003-13        M                                    AAA
    2003-13        B-1                                  AA
    2003-13        B-2                                  BBB
    2003-16        A-1, A-2, A-3, A-4, A-5              AAA
    2003-16        A-6, A-7, PO                         AAA
    2003-16        M                                    AAA
    2003-16        B-1                                  AA-
    2003-16        B-2                                  BBB
    2003-17        A-1, A-2, A-3, A-4, A-5              AAA
    2003-17        PO, A-R                              AAA
    2003-17        M                                    AA
    2003-17        B-3                                  BB
    2003-17        B-4                                  B
    2003-19        1-A-1, 2-A-1, PO, A-R                AAA
    2003-19        M                                    AA
    2003-19        B-1                                  A
    2003-19        B-2                                  BBB
    2003-19        B-3                                  BB
    2003-19        B-4                                  B
    2003-22        A-1, A-2, A-3, A-4, A-5              AAA
    2003-22        A-6, A-7, PO                         AAA
    2003-22        M                                    AAA
    2003-22        B-1                                  AA+
    2003-22        B-2                                  A+
    2003-22        B-3                                  BBB
    2003-22        B-4                                  B
    2003-23        1-A-1, 2-A-1, PO, A-R                AAA
    2003-23        M                                    AA
    2003-23        B-1                                  A
    2003-23        B-2                                  BBB
    2003-23        B-3                                  BB
    2003-23        B-4                                  B
    2003-25        A-1, A-2, A-3, A-4, PO               AAA
    2003-25        M                                    AA+
    2003-25        B-1                                  AA
    2003-25        B-2                                  BBB
    2003-25        B-3                                  BB
    2003-25        B-4                                  B
    2003-30        1-A-1, 2-A-1, PO, A-R                AAA
    2003-30        M                                    AA
    2003-30        B-1                                  A
    2003-30        B-2                                  BBB
    2003-30        B-3                                  BB
    2003-31        A-1, A-2, A-3, A-4                   AAA
    2003-31        A-6, A-7, A-8, A-9, A-10             AAA
    2003-31        A-11, A-12, A-13, A-14               AAA
    2003-31        A-15, PO                             AAA
    2003-31        M                                    AA+
    2003-31        B-1                                  AA
    2003-31        B-2                                  BBB
    2003-31        B-3                                  BB
    2003-31        B-4                                  B
    2003-32        A-1, A-2, A-3, A-4, A-5              AAA
    2003-32        A-6, A-7, A-8, A-9, A-10             AAA
    2003-32        A-11, PO, A-R                        AAA
    2003-32        M                                    AA
    2003-32        B-1                                  A
    2003-32        B-2                                  BBB
    2003-32        B-3                                  BB
    2003-32        B-4                                  B
    2003-33        A-2, A-3, A-4, A-5                   AAA
    2003-33        A-6, A-7, A-8, A-9, A-10             AAA
    2003-33        A-11, A-12, A-13, PO                 AAA
    2003-33        M                                    AAA
    2003-33        B-1                                  AA
    2003-33        B-2                                  BBB
    2003-33        B-3                                  BB
    2003-36        A-1, A-2, A-3, A-4, A-5              AAA
    2003-36        PO, A-R                              AAA
    2003-36        M                                    AA
    2003-36        B-1                                  A
    2003-36        B-2                                  BBB
    2003-36        B-4                                  CCC
    2003-38        A-1, PO, M                           AAA
    2003-38        B-1                                  AA
    2003-38        B-2                                  BBB
    2003-45        1-A-1, 2-A-1, PO, A-R                AAA
    2003-45        M                                    AA
    2003-45        B-1                                  A
    2003-45        B-2                                  BBB
    2003-45        B-3                                  BB
    2003-45        B-4                                  B
    2003-47        1-A-1, 2-A-1, 3-A-1, 3-A-2           AAA
    2003-47        3-A-3, PO                            AAA
    2003-47        M                                    AA
    2003-47        B-1                                  A
    2003-47        B-2                                  BBB
    2003-47        B-3                                  BB
    2003-47        B-4                                  B
    2003-51        1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2003-51        2-A-1, 3-A-1, PO, A-R                AAA
    2003-51        M                                    AA
    2003-51        B-1                                  A
    2003-51        B-2                                  BBB
    2003-51        B-3                                  BB
    2003-51        B-4                                  B
    2003-55        A-1, A-2, A-3, A-4, A-5              AAA
    2003-55        A-6, A-7, A-8, PO                    AAA
    2003-55        M                                    AA
    2003-55        B-1                                  A
    2003-55        B-2                                  BBB
    2003-55        B-3                                  BB
    2003-55        B-4                                  B
    2003-59        1-A-1, 2-A-1, 3-A-1, PO              AAA
    2003-59        A-R                                  AAA
    2003-59        M                                    AA
    2003-59        B-1                                  A
    2003-59        B-2                                  BBB
    2003-59        B-3                                  BB
    2003-59        B-4                                  B
    2003-61R     A-1, A-2, A-3, A-4                     AAA
    2003-61R     A-9, A-10                              AAA
    2003-J11       1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2003-J11       1-A-5, 1-A-6, 1-A-7, 1-A-8           AAA
    2003-J11       1-A-9, 2-A-1, 2-A-2, 2-A-3           AAA
    2003-J11       2-X, 3-A-1, 3-A-2, 3-A-3             AAA
    2003-J11       3-X, 4-A-1, 4-X, PO                  AAA
    2003-J11       M                                    AA
    2003-J11       B-1                                  A+
    2003-J11       B-2                                  BBB
    2003-J11       B-4                                  CCC
    2003-J12       A-1, X, PO                           AAA
    2003-J12       M                                    AAA
    2003-J12       B-1                                  AA+
    2003-J12       B-2                                  A
    2003-J12       B-3                                  BB
    2003-J12       B-4                                  B
    2003-J14        1-A-1, 1-A-2, 1-A-3, 1-X            AAA
    2003-J14        2-A-1, 2-X, PO, A-R                 AAA
    2003-J14        M                                   AA
    2003-J14        B-1                                 A
    2003-J14        B-2                                 BBB
    2003-J14        B-3                                 BB
    2004-2CB       1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2004-2CB       1-A-5, 1-A-8, 1-A-9                  AAA
    2004-2CB       1-A-12, 2-A-1, 3-A-1, 4-A-1          AAA
    2004-2CB       PO, A-R                              AAA
    2004-2CB       M                                    AA
    2004-2CB       B-1                                  A
    2004-2CB       B-2                                  BBB
    2004-2CB       B-3                                  BB
    2004-3T1       A-1, A-2, A-3, A-4, PO, A-R          AAA
    2004-3T1       M                                    AA
    2004-3T1       B-1                                  A
    2004-3T1       B-2                                  BBB
    2004-3T1       B-3                                  BB
    2004-3T1       B-4                                  B
    2004-4CB       1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2004-4CB       1-A-5, 1-A-6, 2-A-1, 3-A-1           AAA
    2004-4CB       3-A-2, 3-A-3, 3-A-4, PO, A-R         AAA
    2004-4CB       M                                    AA
    2004-4CB       B-1                                  A
    2004-4CB       B-2                                  BBB
    2004-4CB       B-3                                  BB
    2004-4CB       B-4                                  B
    2004-5CB       1-A-1, 2-A-1, 3-A-1, PO, A-R         AAA
    2004-5CB       M                                    AA
    2004-5CB       B-1                                  A
    2004-5CB       B-2                                  BBB
    2004-5CB       B-3                                  BB
    2004-6CB       A, A-R                               AAA
    2004-6CB       M-1                                  AA
    2004-6CB       M-2                                  A
    2004-6CB       M-3                                  BBB
    2004-7T1       A-1, A-2, A-3, A-4, PO, A-R          AAA
    2004-7T1       M                                    AA
    2004-7T1       B-1                                  A
    2004-7T1       B-2                                  BBB
    2004-7T1       B-3                                  BB
    2004-7T1       B-4                                  B
    2004-8CB       A, A-R                               AAA
    2004-8CB       M-1                                  AA
    2004-8CB       M-2                                  A
    2004-8CB       M-3                                  BBB
    2004-9T1       A-1, A-2, A-3, A-4, A-5, A-11        AAA
    2004-9T1       A-12, A-13, PO, A-R                  AAA
    2004-9T1       M                                    AA
    2004-9T1       B-1                                  A
    2004-9T1       B-2                                  BBB
    2004-9T1       B-3                                  BB
    2004-9T1       B-4                                  B
    2004-10CB      A, A-R                               AAA
    2004-10CB      M                                    AA
    2004-10CB      B-1                                  A
    2004-10CB      B-2                                  BBB
    2004-10CB      B-3                                  BB
    2004-10CB      B-4                                  B
    2004-12CB      1-A-1, 1-A-2, 1-A-3, 2-A-1           AAA
    2004-12CB      2-A-2, 3-A-1, PO, A-R                AAA
    2004-12CB      M                                    AA
    2004-12CB      B-1                                  A
    2004-12CB      B-2                                  BBB
    2004-12CB      B-3                                  BB
    2004-12CB      B-4                                  B
    2004-13CB      A-1, A-2, A-3, A-4, A-R, PO          AAA
    2004-13CB      M                                    AA
    2004-13CB      B-1                                  A
    2004-13CB      B-2                                  BBB
    2004-13CB      B-3                                  BB
    2004-13CB      B-4                                  B
    2004-14T2      A-1, A-2, A-3, A-4, A-5, A-6         AAA
    2004-14T2      A-7, A-8, A-9, A-10, A-11            AAA
    2004-14T2      A-12, A-13, A-14, PO, A-R            AAA
    2004-14T2      M                                    AA
    2004-14T2      B-1                                  A
    2004-14T2      B-2                                  BBB
    2004-14T2      B-3                                  BB
    2004-15        1-A-1, 1-A-2, 2-A-1, 2-A-2           AAA
    2004-15        A-R                                  AAA
    2004-15        M                                    AA
    2004-15        B-1                                  A
    2004-15        B-2                                  BBB
    2004-15        B-3                                  BB
    2004-15        B-4                                  B
    2004-16CB      1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2004-16CB      1-A-5, 1-A-6, 2-A-1, 2-A-2           AAA
    2004-16CB      2-A-3, 2-A-4, 3-A-1, 4-A-1           AAA
    2004-16CB      4-A-2, 4-A-3, 4-A-4, 4-A-5           AAA
    2004-16CB      5-A-1, PO, A-R                       AAA
    2004-16CB      M                                    AA
    2004-16CB      B-1                                  A
    2004-16CB      B-2                                  BBB
    2004-16CB      B-3                                  BB
    2004-16CB      B-4                                  B
    2004-17CB      1-A-1, 2-A-1, 3-A-1, A-R             AAA
    2004-17CB      A-M                                  AA+
    2004-17CB      M                                    AA
    2004-17CB      B-1                                  A
    2004-17CB      B-2                                  BBB
    2004-17CB      B-3                                  BB
    2004-17CB      B-4                                  B
    2004-18CB      1-A-1, 2-A-1, 2-A-2, 2-A-3           AAA
    2004-18CB      2-A-4, 2-A-5, 2-A-6, 2-A-7           AAA
    2004-18CB      2-A-8, 2-A-9, 3-A-1, 4-A-1           AAA
    2004-18CB      5-A-1, 5-A-2, PO, A-R                AAA
    2004-18CB      M                                    AA
    2004-18CB      B-1                                  A
    2004-18CB      B-2                                  BBB
    2004-18CB      B-3                                  BB
    2004-18CB      B-4                                  B
    2004-1T1       A-1, A-2, A-3, A-4, A-5, A-6         AAA
    2004-1T1       PO, A-R                              AAA
    2004-1T1       M                                    AA
    2004-1T1       B-1                                  A
    2004-1T1       B-2                                  BBB
    2004-1T1       B-3                                  BB
    2004-1T1       B-4                                  B
    2004-20T1      A-1, A-2, A-3, A-4, PO, AR           AAA
    2004-20T1      M                                    AA
    2004-20T1      B-1                                  A
    2004-20T1      B-2                                  BBB
    2004-20T1      B-3                                  BB
    2004-20T1      B-4                                  CCC
    2004-22CB      1-A-1, 2-A-1, PO, AR                 AAA
    2004-22CB      M                                    AA
    2004-22CB      B-1                                  A
    2004-22CB      B-2                                  BBB
    2004-22CB      B-3                                  BB
    2004-22CB      B-4                                  B
    2004-24CB      1-A-1, 2-A-1, PO, A-R                AAA
    2004-24CB      M                                    AA
    2004-24CB      B-1                                  A
    2004-24CB      B-2                                  BBB
    2004-24CB      B-3                                  BB
    2004-24CB      B-4                                  B
    2004-25CB      A-1, PO, A-R                         AAA
    2004-25CB      M                                    AA
    2004-25CB      B-1                                  A
    2004-25CB      B-2                                  BBB
    2004-25CB      B-3                                  BB
    2004-25CB      B-4                                  B
    2004-26T1      A-1, PO, A-R                         AAA
    2004-26T1      M                                    AA
    2004-26T1      B-1                                  A
    2004-26T1      B-2                                  BBB
    2004-26T1      B-3                                  BB
    2004-26T1      B-4                                  B
    2004-27CB      A-1, A-2, A-3, A-4, A-5, A-6         AAA
    2004-27CB      PO, A-R                              AAA
    2004-27CB      M                                    AA
    2004-27CB      B-1                                  A
    2004-27CB      B-2                                  BBB
    2004-27CB      B-3                                  BB
    2004-27CB      B-4                                  B
    2004-28CB      1-A-1, 1-A-2, 1-A-3, 2-A-1           AAA
    2004-28CB      2-A-2, 2-A-3, 2-A-4, 2-A-5           AAA
    2004-28CB      2-A-6, 2-A-7, 2-A-8, 2-A-9           AAA
    2004-28CB      3-A-1, 4-A-1, 5-A-1, 6-A-1           AAA
    2004-28CB      7-A-1, PO, A-R                       AAA
    2004-28CB      M                                    AA
    2004-28CB      B-1                                  A
    2004-28CB      B-2                                  BBB
    2004-28CB      B-3                                  BB
    2004-28CB      B-4                                  B
    2004-29CB      A-1, A-2, A-3, A-4, A-5, A-6         AAA
    2004-29CB      A-7, A-8, A-9, A-10, A-11            AAA
    2004-29CB      PO, A-R                              AAA
    2004-29CB      M                                    AA
    2004-29CB      B-1                                  A
    2004-29CB      B-2                                  BBB
    2004-29CB      B-3                                  BB
    2004-29CB      B-4                                  B
    2004-30CB      1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2004-30CB      1-A-5, 1-A-6, 1-A-7, 1-A-8           AAA
    2004-30CB      1-A-9, 1-A-10, 1-A-11                AAA
    2004-30CB      1-A-12, 1-A-13, 1-A-14               AAA
    2004-30CB      1-A-15, 1-A-16, 1-A-17               AAA
    2004-30CB      1-A-18, 2-A-1, 2-A-2, 2-A-3          AAA
    2004-30CB      2-A-4, 3-A-1, PO, AR                 AAA
    2004-30CB      M                                    AA
    2004-30CB      B-1                                  A
    2004-30CB      B-2                                  BBB
    2004-30CB      B-3                                  BB
    2004-30CB      B-4                                  B
    2004-31T1R    A-1, A-2, A-3                         AAA
    2004-32CB      1-A-1, 2-A-1, 2-A-2, 2-A-3           AAA
    2004-32CB      2-A-4, 2-A-5, A-R, PO                AAA
    2004-32CB      M                                    AA
    2004-32CB      B-1                                  A
    2004-32CB      B-2                                  BBB
    2004-32CB      B-3                                  BB
    2004-33        1-A-1, 2-A-1, 3-A-1, 3-A-2           AAA
    2004-33        3-A-3, 3-X, 4-A-1, A-R               AAA
    2004-33        I-M-1, II-M-1                        AA
    2004-33        I-B-1, II-B-1                        A
    2004-33        I-B-2, II-B-2                        BBB
    2004-33        I-B-3, II-B-3                        BB
    2004-33        I-B-4, II-B-4                        B
    2004-34T1      A-1, A-2, A-3, A-4, A-5, PO          AAA
    2004-34T1      A-R                                  AAA
    2004-34T1      M                                    AA
    2004-34T1      B-1                                  A
    2004-34T1      B-2                                  BBB
    2004-34T1      B-3                                  BB
    2004-35T2      A-1, A-2, A-3, A-4, A-5, PO          AAA
    2004-35T2      A-R                                  AAA
    2004-35T2      M                                    AA
    2004-35T2      B-1                                  A
    2004-35T2      B-2                                  BBB
    2004-35T2      B-3                                  BB
    2004-36CB      1-A-1, 2-A-1, 2-A-2, 2-A-3           AAA
    2004-36CB      2-A-4, PO, A-R                       AAA
    2004-36CB      M                                    AA
    2004-36CB      B-1                                  A
    2004-36CB      B-2                                  BBB
    2004-36CB      B-3                                  BB
    2004-36CB      B-4                                  B
    2004-J1        1-A-1, 1-X, 2-A-1, 2-X               AAA
    2004-J1        PO                                   AAA
    2004-J1        M                                    AA
    2004-J1        B-1                                  A
    2004-J1        B-2                                  BBB
    2004-J2        1-A-1, 1-X, 2-A-1, 2-X               AAA
    2004-J2        3-A-2, 3-A-3, 3-A-5, 3-A-6           AAA
    2004-J2        3-A-7, 3-A-8, 3-X, 4-A-1, 4-X        AAA
    2004-J2        5-A-1, 5-X, 6-A-1, 6-X, 7-A-1        AAA
    2004-J2        7-X, PO, A-R                         AAA
    2004-J2        M                                    AA
    2004-J2        B-1                                  A
    2004-J2        B-2                                  BBB
    2004-J2        B-3                                  BB
    2004-J2        B-4                                  B
    2004-J3        1-A-1, 1-X, 2-A-1, 2-X, 3-A-1        AAA
    2004-J3        3-X, 4-A-1, 4-X, 5-A-1, 5-X          AAA
    2004-J3        PO, A-R                              AAA
    2004-J3        M                                    AA
    2004-J3        B-1                                  A
    2004-J3        B-2                                  BBB
    2004-J3        B-3                                  BB
    2004-J3        B-4                                  B
    2004-J4        1-A-3, 1-A-4                         AAA
    2004-J4        1-A-5, 1-A-6, 1-A-7, 1-A-IO          AAA
    2004-J4        2-A-1, 2-A-IO, A-R                   AAA
    2004-J4        M-1                                  AA+
    2004-J4        M-2                                  A+
    2004-J4        B                                    BBB+
    2004-J5        1-A-3, 1-A-4                         AAA
    2004-J5        1-A-5, 1-A-6, 1-A-IO, 2-A-1          AAA
    2004-J5        2-A-3, 2-A-4, 2-A-IO                 AAA
    2004-J5        A-R                                  AAA
    2004-J5        M-1                                  AA
    2004-J5        M-2                                  A
    2004-J5        B                                    BBB
    2004-J6        1-A-1, 1-X, 2-A-1, 2-X, 3-A-1        AAA
    2004-J6        3-X, PO, A-R                         AAA
    2004-J6        M                                    AA
    2004-J6        B-1                                  A
    2004-J6        B-2                                  BBB
    2004-J6        B-3                                  BB
    2004-J7        1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2004-J7        1-A-5, 1-A-6, 1-A-IO, 2-A-1          AAA
    2004-J7        2-A-IO, 3-A-1, 3-A-IO, A-R           AAA
    2004-J7        M-1                                  AA
    2004-J7        M-2                                  A
    2004-J7        B                                    BBB
    2004-J8        1-A-1, 1-X, 2-A-1, 2-X, 3-A-1        AAA
    2004-J8        3-X, 4-A-1, 4-X, PO-A, PO-B          AAA
    2004-J8        IO                                   AAA
    2004-J8        M                                    AA
    2004-J8        B-1                                  A
    2004-J8        B-2                                  BBB
    2004-J9        1-A-2, 1-A-3, 1-A-4                  AAA
    2004-J9        1-A-5, 1-A-IO, 2-A-1, 2-A-IO         AAA
    2004-J9        3-A-2, 3-A-3, 3-A-4                  AAA
    2004-J9        3-A-5, 3-A-IO, A-R                   AAA
    2004-J9        M-1                                  AA
    2004-J9        M-2                                  A
    2004-J9        B                                    BBB
    2004-J10       1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2004-J10       1-A-6, 2-CB-1, 3-A-1, 4-CB-1         AAA
    2004-J10       5-CB-1, X-A, X-B, X-C, PO, A-R       AAA
    2004-J10       M                                    AA
    2004-J10       B-1                                  A
    2004-J10       B-2                                  BBB
    2004-J10       B-3                                  BB
    2004-J10       B-4                                  B
    2004-J11       1-CB-1, 1-X, 2-CB-1, 2-X             AAA
    2004-J11       3-A-1, 3-X, PO-A, PO-B, A-R          AAA
    2004-J11       M                                    AA
    2004-J11       B-1                                  A
    2004-J11       B-2                                  BBB
    2004-J11       B-3                                  BB
    2004-J11       B-4                                  B
    2004-J12       A-1, A-2, A-3, A-4, X, PO            AAA
    2004-J12       A-R                                  AAA
    2004-J12       M                                    AA
    2004-J12       B-1                                  A
    2004-J12       B-2                                  BBB
    2004-J12       B-3                                  BB
    2004-J12       B-4                                  B
    2004-J13       1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2004-J13       2-A-1, 2-A-2, A-R                    AAA
    2004-J13       M-1                                  AA
    2004-J13       M-2                                  A
    2004-J13       B                                    BBB
    2004-J14       1-A-1, 1-A-2, 1-A-3, 1-X             AAA
    2004-J14       2-A-1, 2-X, PO, A-R                  AAA
    2004-J14       M                                    AA
    2004-J14       B-1                                  A
    2004-J14       B-2                                  BBB
    2004-J14       B-3                                  BB
    2004-J14       B-4                                  B
    2005-1CB       1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2005-1CB       1-A-5, 1-A-6, 1-A-7, 1-A-8           AAA
    2005-1CB       2-A-1, 2-A-2, 2-A-3, 2-A-4           AAA
    2005-1CB       2-A-5, 2-A-6, 2-A-7, PO-A, A-R       AAA
    2005-1CB       3-A-1, 3-X, PO-B, 4-A-1, 4-A-2,4-A-3 AAA
    2005-1CB       I-M, II-M                            AA
    2005-1CB       I-B-1, II-B-1                        A
    2005-1CB       I-B-2, II-B-2                        BBB
    2005-1CB       I-B-3, II-B-3                        BB
    2005-1CB       I-B-4, II-B-4                        B
    2005-2         1-A-1, 2-A-1, 3-A-1, A-R             AAA
    2005-2         M                                    AA
    2005-2         B-1                                  A
    2005-2         B-2                                  BBB
    2005-2         B-3                                  BB
    2005-3CB       1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2005-3CB       1-A-5, 1-A-6, 1-A-7, 1-A-8, 1-A-9    AAA
    2005-3CB       1-A-10, 1-A-11, 1-A-12, 1-A-13       AAA
    2005-3CB       1-A-14, 2-A-1, PO, A-R               AAA
    2005-3CB       M                                    AA
    2005-3CB       B-1                                  A
    2005-3CB       B-2                                  BBB
    2005-3CB       B-3                                  BB
    2005-3CB       B-4                                  B
    2005-4         1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2005-4         1-A-5, 1-A-6, 1-A-7, 2-A-1           AAA
    2005-4         2-A-2, 2-A-3, 2-A-4, 2-A-5           AAA
    2005-4         2-A-6, 2-A-7, 2-A-8, PO, A-R         AAA
    2005-4         M                                    AA
    2005-4         B-1                                  A
    2005-4         B-2                                  BBB
    2005-4         B-3                                  BB
    2005-4         B-4                                  B
    2005-6CB       1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5    AAA
    2005-6CB       1-A-6, 1-A-7, 1-A-8, 1-A-9, 2-A-1    AAA
    2005-6CB       PO, A-R                              AAA
    2005-6CB       M                                    AA
    2005-6CB       B-1                                  A
    2005-6CB       B-2                                  BBB
    2005-6CB       B-3                                  BB
    2005-6CB       B-4                                  B
    2005-7CB       1-A-1, 1-A-2, 1-A-3, 1-A-4           AAA
    2005-7CB       1-A-5, 1-A-6, 2-A-1, 2-A-2           AAA
    2005-7CB       2-A-3, 2-A-4, 2-A-5, 2-A-6           AAA
    2005-7CB       2-A-7, 2-A-8, 2-A-9, PO, A-R         AAA
    2005-7CB       M                                    AA
    2005-7CB       B-1                                  A
    2005-7CB       B-2                                  BBB
    2005-7CB       B-3                                  BB
    2005-7CB       B-4                                  B
    2005-9CB       1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5    AAA
    2005-9CB       1-A-6, 1-A-7, 2-A-1, 2-A-2, 3-A-1    AAA
    2005-9CB       PO, A-R                              AAA
    2005-9CB       M                                    AA
    2005-9CB       B-1                                  A
    2005-9CB       B-2                                  BBB
    2005-9CB       B-3                                  BB
    2005-9CB       B-4                                  B
    2005-10CB      1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5    AAA
    2005-10CB      1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-10   AAA
    2005-10CB      2-A-1, PO, A-R                       AAA
    2005-10CB      M                                    AA
    2005-10CB      B-1                                  A
    2005-10CB      B-2                                  BBB
    2005-10CB      B-3                                  BB
    2005-10CB      B-4                                  B
    2005-12R       A-2, A-3, A-4, A-5, A-6              AAA
    2005-11CB      1-A-1, 1-A-2, 2-A-1, 2-A-3, 2-A-4    AAA
    2005-11CB      2-A-5, 2-A-6, 2-A-7, 2-A-8, 2-A-9    AAA
    2005-11CB      2-A-10, 2-A-11, 2-A-12, 3-A-1, 3-A-2 AAA
    2005-11CB      3-A-3, 3-A-4, PO, A-R                AAA
    2005-11CB      M                                    AA
    2005-11CB      B-1                                  A
    2005-11CB      B-2                                  BBB
    2005-11CB      B-3                                  BB
    2005-11CB      B-4                                  B
    2005-13CB      A-1, A-2, A-3, A-5, A-6, A-7, A-8    AAA
    2005-13CB      PO, A-R                              AAA
    2005-13CB      M                                    AA
    2005-13CB      B-1                                  A
    2005-13CB      B-2                                  BBB
    2005-13CB      B-3                                  BB
    2005-13CB      B-4                                  B
    2005-14        1-A-1, 1-X, A-R, 2-A-1, 2-A-2, 2-A-3 AAA
    2005-14        2-X, 3-A-1, 3-X, 3-A-1, 3-X, 4-A-1   AAA
    2005-14        4-A-2, II-B-X, 4-X                   AAA
    2005-14        II-M-1                               AA+
    2005-14        I-M-1                                AA
    2005-14        II-B-1                               AA-
    2005-14        I-B-1                                A
    2005-14        II-B-2                               A-
    2005-14        I-B-2                                BBB
    2005-14        I-B-3, II-B-3                        BB
    2005-14        I-B-4, I-B-4                         B
    2005-16        A-1, A-2, A-3, A-5, A-6, X-1, X-2    AAA
    2005-16        A-R                                  AAA
    2005-16        M-1, M-2, M-3                        AA+
    2005-16        M-4                                  AA
    2005-16        M-5                                  A
    2005-16        B-1                                  BBB+
    2005-16        B-2                                  BBB
    2005-16        B-3                                  BB
    2005-16        B-4                                  B
    2005-17       1-A-1, 1-A-2, 1-A-3, 1-X-1, 1-X-2     AAA
    2005-17       1-X-3, A-R                            AAA
    2005-17       2-A-1, 2-A-2, 2-A-3, 2-X              AAA
    2005-17       1-M-1, 1-M-2, 1-M-3, 2-M-1            AA+
    2005-17       1-M-4                                 AA
    2005-17       1-M-5                                 AA-
    2005-17       1-M-6                                 A
    2005-17       1-B-1                                 BBB+
    2005-17       2-B-1                                 A+
    2005-17       1-B-2, 2-B-2                          BBB
    2005-17       1-B-3, 2-B-3                          BB
    2005-17       1-B-4, 2-B-4                          B
    2005-18CB      A-1, A-2, A-3, A-5, A-6, A-7, A-8    AAA
    2005-18CB      A-9, A-10, PO, A-R                   AAA
    2005-18CB      M                                    AA
    2005-18CB      B-1                                  A
    2005-18CB      B-2                                  BBB
    2005-18CB      B-3                                  BB
    2005-18CB      B-4                                  B
    2005-19CB      A-1, A-2, A-3, A-4, A-5, A-6, PO,A-R AAA
    2005-19CB      M                                    AA
    2005-19CB      B-1                                  A
    2005-19CB      B-2                                  BBB
    2005-19CB      B-3                                  BB
    2005-19CB      B-4                                  B
    2005-20CB      1-A-1, 1-A-2, 1-A-3, 1-A-4, 2-A-1    AAA
    2005-20CB      2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6    AAA
    2005-20CB      2-A-7, 2-A-8, 3-A-1, 3-A-2, 3-A-3    AAA
    2005-20CB      3-A-4, 3-A-5, 3-A-6, 3-A-7, 3-A-8    AAA
    2005-20CB      3-A-9, 3-A-10, 3-A-11,4-A-1, PO, A-R AAA
    2005-20CB      M                                    AA
    2005-20CB      B-1                                  A
    2005-20CB      B-2                                  BBB
    2005-20CB      B-3                                  BB
    2005-20CB      B-4                                  B
    2005-21CB      A-1, A-2, A-3, A-4, A-5, A-6         AAA
    2005-21CB      A-7, A-8, A-9, A-10, A-11            AAA
    2005-21CB      A-12, A-13, A-14, A-15, A-17         AAA
    2005-21CB      PO, A-R                              AAA
    2005-21CB      M                                    AA
    2005-21CB      B-1                                  A
    2005-21CB      B-2                                  BBB
    2005-21CB      B-3                                  BB
    2005-21CB      B-4                                  B
    2005-22T1      A-1, A-2, A-3, A-4, A-5, A-6         AAA
    2005-22T1      PO, A-R                              AAA
    2005-22T1      M                                    AA
    2005-22T1      B-1                                  A
    2005-22T1      B-2                                  BBB
    2005-22T1      B-3                                  BB
    2005-22T1      B-4                                  B
    2005-23CB      A-1, A-2, A-3, A-4, A-5, A-6         AAA
    2005-23CB      A-7, A-8, A-9, A-10, A-11            AAA
    2005-23CB      A-12, A-13, A-14, A-15, A-16         AAA
    2005-23CB      PO, A-R                              AAA
    2005-23CB      M                                    AA
    2005-23CB      B-1                                  A
    2005-23CB      B-2                                  BBB
    2005-23CB      B-3                                  BB
    2005-23CB      B-4                                  B
    2005-24        1-A-1, 1-A-2, 1-A-X, 2A-1A           AAA
    2005-24        2-A-1B, 2-A-1C, 2-A-2, 2-A-X         AAA
    2005-24        A-R, 3-A-1, 3-A-2, II-A-X            AAA
    2005-24        4-A-1, 4-A-2, 4-A-3                  AAA
    2005-24        I-M, II-M                            AA
    2005-24        I-B1, II-B1                          A
    2005-24        I-B2, II-B2                          BBB
    2005-24        I-B3, II-B3                          BB
    2005-24        I-B4, II-B4                          B
    2005-25T1      A-1, A-2, A-3, A-4, A-5, A-6         AAA
    2005-25T1      A-7, PO, A-R                         AAA
    2005-25T1      M                                    AA
    2005-25T1      B-1                                  A
    2005-25T1      B-2                                  BBB
    2005-25T1      B-3                                  BB
    2005-25T1      B-4                                  B
    2005-26CB     A-1, A-2, A-3, A-4, A-5, A-6          AAA
    2005-26CB     A-7, A-8, A-9, A-10, A-11             AAA
    2005-26CB     PO, A-R                               AAA
    2005-26CB     M                                     AA
    2005-26CB     B-1                                   A
    2005-26CB     B-2                                   BBB
    2005-26CB     B-3                                   BB
    2005-26CB     B-4                                   B
    2005-27        1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5    AAA
    2005-27        1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-10   AAA
    2005-27        1-X-1, 1-X-2, 1-X-3, 2-A-1, 2-A-2    AAA
    2005-27        2-A-3, 2-A-4, 2-A-5                  AAA
    2005-27        2-A-6, 2-X-1, 2-X-2, 3-A-1, 3-A-2    AAA
    2005-27        3-A-3, 3-A-4, 3-A-5, 3-X-1, 3-X-2    AAA
    2005-27        3-X-3, A-R, M-X                      AAA
    2005-27        M                                    AA+
    2005-27        B-1                                  AA-
    2005-27        B-2                                  BBB+
    2005-27        B-3                                  BB+
    2005-27        B-4                                  B+
    2005-28       A-1, A-2, A-3, A-4, A-5, A-6          AAA
    2005-28       X, M-X, A-R                           AAA
    2005-28       M                                     AA+
    2005-28       B-1                                   AA-
    2005-28       B-2                                   BBB+
    2005-28       B-3                                   BB
    2005-28       B-4                                   B
    2005-28CB    1-A-1, 1-A-2, 1-A-3, 1-A-4             AAA
    2005-28CB    1-A-5, 1-A-6, 1-A-7, 1-A-8             AAA
    2005-28CB    1-A-9, 1-A-10, 1-A-11, 2-A-1           AAA
    2005-28CB    2-A-2, 2-A-3, 2-A-4, 2-A-5             AAA
    2005-28CB    2-A-6, 2-A-7, 2-A-8, 2-A-9             AAA
    2005-28CB    2-A-10, 3-A-1, 3-A-2, 3-A-3            AAA
    2005-28CB    3-A-4, 3-A-5, 3-A-6, 3-A-7             AAA
    2005-28CB    4-A-1, 4-A-2, PO, A-R                  AAA
    2005-28CB    M                                      AA
    2005-28CB    B-1                                    A
    2005-28CB    B-2                                    BBB
    2005-28CB    B-3                                    BB
    2005-28CB    B-4                                    B
    2005-29CB    A-1, A-2, A-3, A-4, A-5, A-6           AAA
    2005-29CB    A-7, PO, A-R                           AAA
    2005-29CB    M                                      AA
    2005-29CB    B-1                                    A
    2005-29CB    B-2                                    BBB
    2005-29CB    B-3                                    BB
    2005-29CB    B-4                                    B
    2005-30CB    1-A-1, 1-A-2, 1-A-3, 1-A-4             AAA
    2005-30CB    1-A-5, 1-A-6, 1-A-7, 1-A-8             AAA
    2005-30CB    1-A-9, 1-A-10, 1-A-11, 1-A-12          AAA
    2005-30CB    2-A-1, PO, A-R                         AAA
    2005-30CB    M                                      AA
    2005-30CB    B-1                                    A
    2005-30CB    B-2                                    BBB
    2005-30CB    B-3                                    BB
    2005-30CB    B-4                                    B
    2005-31      1-A-1, 1-A-2, 1-A-3, 1-X, A-R          AAA
    2005-31      1-M-X, 2-A-1, 2-A-2, 2-A-3             AAA
    2005-31      2X, 2-M-X                              AAA
    2005-31      1-M, 2-M                               AA+
    2005-31      1-B-1, 2-B-1                           AA
    2005-31      1-B-2                                  A
    2005-31      2-B-2                                  A-
    2005-31      1-B-3, 2-B-3                           BB
    2005-31      1-B-4, 2-B-4                           B
    2005-32T1    A-1, A-2, A-3, A-4, A-5, A-6           AAA
    2005-32T1    A-7, A-8, A-9, A-10, PO, AR            AAA
    2005-32T1    M                                      AA
    2005-32T1    B-1                                    A
    2005-32T1    B-2                                    BBB
    2005-32T1    B-3                                    BB
    2005-32T1    B-4                                    B
    2005-33CB    A-1, A-2, PO, A-R                      AAA
    2005-33CB    M                                      AA
    2005-33CB    B-1                                    A
    2005-33CB    B-2                                    BBB
    2005-33CB    B-3                                    BB
    2005-33CB    B-4                                    B
    2005-34CB    1-A-1, 1-A-2, 1-A-3, 1-A-4             AAA
    2005-34CB    1-A-5, 1-A-6, 1-A-7, 1-A-8             AAA
    2005-34CB    1-A-9, 1-A-10, 1-A-11, 1-A-12          AAA
    2005-34CB    1-A-13, PO, A-R                        AAA
    2005-34CB    M                                      AA
    2005-34CB    B-1                                    A
    2005-34CB    B-2                                    BBB
    2005-34CB    B-3                                    BB
    2005-34CB    B-4                                    B
    2005-37T1    A-1, A-2, A-3, A-4, A-5                AAA
    2005-37T1    PO, A-R                                AAA
    2005-37T1    M                                      AA
    2005-37T1    B-1                                    A
    2005-37T1    B-2                                    BBB
    2005-37T1    B-3                                    BB
    2005-37T1    B-4                                    B
    2005-40CB   A-1, A-2, PO, A-R                       AAA
    2005-40CB   M                                       AA
    2005-40CB   B-1                                     A
    2005-40CB   B-2                                     BBB
    2005-40CB   B-3                                     BB
    2005-40CB   B-4                                     BB
    2005-41     1-A-1, 1-A-2A, 1-A-2B, 1-A-2C           AAA
    2005-41     2-A-1, 2-A-2, 2-A-3, 1-X, 2-X-1         AAA
    2005-41     A-R                                     AAA
    2005-41     M                                       AA
    2005-41     B-1                                     A
    2005-41     B-2                                     BBB
    2005-41     B-3                                     BB
    2005-41     B-4                                     B
    2005-42CB   A-1, A-2, A-3, A-4, A-5, A-6            AAA
    2005-42CB   A-7, A-8, A-9, A-10, A-11, A-12         AAA
    2005-42CB   PO, A-R                                 AAA
    2005-42CB   M                                       AA
    2005-42CB   B-1                                     A
    2005-42CB   B-2                                     BBB
    2005-42CB   B-3                                     BB
    2005-42CB   B-4                                     B
    2005-43    1-A-1, 1-A-2, 1-A-3, 2-A-1, 2-A-2        AAA
    2005-43    3-A-1, 4-A-1, 4-A-2, 4-A-3, 5-A-1        AAA
    2005-43    5-A-2, A-R                               AAA
    2005-43    M                                        AA
    2005-43    B-1                                      A
    2005-43    B-2                                      BBB
    2005-43    B-3                                      BB
    2005-43    B-4                                      B
    2005-44    1-A-1, 1-A-2A, 1-A-2B, 1-A-3A            AAA
    2005-44    1-A-3B, 1-A-3C, 2-A-1, 2-A-2A            AAA
    2005-44    2-A-2B, 2-A-3B, 2-A-3C, 1X               AAA
    2005-44    2X, A-R                                  AAA
    2005-44    M                                        AA
    2005-44    B-1                                      A
    2005-44    B-2                                      BBB
    2005-44    B-3                                      BB
    2005-44    B-4                                      B
    2005-45    1-A-1, 2-A-1, 3-A-1, 1-X, 2-X            AAA
    2005-45    3-X, A-R                                 AAA
    2005-45    M                                        AA
    2005-45    B-1                                      A
    2005-45    B-2                                      BBB
    2005-45    B-3                                      BB
    2005-45    B-4                                      B
    2005-47CB  A-1, A-2, A-3, A-4, A-5, A-6, A-7        AAA
    2005-47CB  A-8, A-9, A-10, A-11, A-12, PO           AAA
    2005-47CB  A-R                                      AAA
    2005-47CB  M                                        AA
    2005-47CB  B-1                                      A
    2005-47CB  B-2                                      BBB
    2005-47CB  B-3                                      BB
    2005-47CB  B-4                                      B
    2005-48T1  A-1, A-2, A-3, A-4, A-5, A-6, A-7        AAA
    2005-48T1  PO, A-R                                  AAA
    2005-48T1  M                                        AA
    2005-48T1  B-1                                      A
    2005-48T1  B-2                                      BBB
    2005-48T1  B-3                                      BB
    2005-48T1  B-4                                      B
    2005-50CB  1-A-1, 2-A-1, 3-A-1, 4-A-1, A-R          AAA
    2005-50CB  PO                                       AAA
    2005-50CB  M                                        AA
    2005-50CB  B-1                                      A
    2005-50CB  B-2                                      BBB
    2005-50CB  B-3                                      BB
    2005-50CB  B-4                                      B
    2005-51     1-A-1, 1-A-2A, 1-A-2B, 1-A-3A, 1-A-3B   AAA
    2005-51     1-A-3C, 2-A-1, 2-A-2A, 2-A-2B, 2-A-3A   AAA
    2005-51     2-A-3B, 2-A-3C, 3-A-1, 3-A-2A, 3-A-3A   AAA
    2005-51     3-A-B1, 3-A-B2, 3-A-B3, 4-A-1, 4-A-2    AAA
    2005-51     4-A-3, 1-X, 2-X, 3-X-1, 3-X-2, 4-X      AAA
    2005-51     A-R                                     AAA
    2005-51     M                                       AA
    2005-51     B-1                                     A
    2005-51     B-2                                     BBB
    2005-51     B-3                                     BB
    2005-51     B-4                                     B
    2005-52CB  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6 AAA
    2005-52CB  1-A-7, 1-A-8, 1-A-9, 1-A-10, 1-A-11      AAA
    2005-52CB  1-A-12, PO, A-R                          AAA
    2005-53T2  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5 AAA
    2005-53T2  2-A-6, 2-A-7, 2-A-8, X, PO, A-R          AAA
    2005-53T2  M                                        AA
    2005-53T2  B-1                                      A
    2005-53T2  B-2                                      BBB
    2005-53T2  B-3                                      BB
    2005-53T2  B-4                                      B
    2005-54CB  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6 AAA
    2005-54CB  1-A-7, 1-A-8, 1-A-9, 1-A-10, 1-A-11      AAA
    2005-54CB  2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6 AAA
    2005-54CB  3-A-1, 3-A-2, 3-A-3, 3-A-4, 3-A-5, 3-A-6 AAA
    2005-54CB  3-A-7, 3-A-8, 3-A-9, 3-A-10, 3-A-11      AAA
    2005-54CB  3-A-13, PO, A-R                          AAA
    2005-54CB  M                                        AA
    2005-54CB  B-1                                      A
    2005-54CB  B-2                                      BBB
    2005-54CB  B-3                                      BB
    2005-54CB  B-4                                      B
    2005-58    A-1, A-2, A-3, 1-X, 2-X, A-R             AAA
    2005-58    M                                        AA
    2005-58    B-1                                      A
    2005-58    B-2                                      BBB
    2005-58    B-3                                      BB
    2005-58    B-4                                      B
    2005-59    1-A-1, 1-A-2A, 1-A-2B, 1-A-2C, 1-A-3A    AAA
    2005-59    1-A-3B, 1-X, 2-X, A-R                    AAA
    2005-59    M                                        AA
    2005-59    B-1                                      A
    2005-59    B-2                                      BBB
    2005-59    B-3                                      BB
    2005-59    B-4                                      B
    2005-60T1  A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8   AAA
    2005-60T1  A-9, A-10, A-11, A-12, X, PO, A-R        AAA
    2005-60T1  M                                        AA
    2005-60T1  B-1                                      A
    2005-60T1  B-2                                      BBB
    2005-60T1  B-3                                      BB
    2005-60T1  B-4                                      B
    2005-62    1-A-1, 1-A-2, 1-X-1, 1-X-2, 1-X-3, 2-A-1 AAA
    2005-62    2-A-2, 2-A-3, 2-A-4, 2-X-1, 2-X-2, A-R   AAA
    2005-62    M-X                                      AAA
    2005-62    M-1                                      AA+
    2005-62    M-2, M-3                                 AA
    2005-62    M-4                                      AA-
    2005-62    M-5                                      A+
    2005-62    M-6                                      A-
    2005-62    M-7                                      BBB+
    2005-62    B-1                                      BBB
    2005-62    B-2                                      BBB-
    2005-62    B-3                                      BB
    2005-62    B-4                                      B
    2005-63    1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2 AAA
    2005-63    3-A-3, 4-A-1, 4-A-2, 5-A-1, 5-A-2, A-R   AAA
    2005-63    M                                        AA
    2005-63    B-1                                      A+
    2005-63    B-2                                      BBB
    2005-63    B-3                                      BB
    2005-63    B-4                                      B
    2005-64CB  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5        AAA
    2005-64CB  1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-10       AAA
    2005-64CB  1-A-11, 1-A-12, 1-A-13, 1-A-14           AAA
    2005-64CB  1-A-15, 1-A-16, 1-A-17, 1-A-18           AAA
    2005-64CB  1-X, 2-A-1, 2-X, 3-A-1,3-X, PO, A-R      AAA
    2005-64CB  M                                        AA
    2005-64CB  B-1                                      A
    2005-64CB  B-2                                      BBB
    2005-64CB  B-3                                      BB
    2005-64CB  B-4                                      B
    2005-65CB  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5        AAA
    2005-65CB  1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-10       AAA
    2005-65CB  1-A-11, 1-A-12, 1-A-13, 1-A-14           AAA
    2005-65CB  2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5        AAA
    2005-65CB  2-A-6, 2-A-7, 2-A-8, 1-X, 2-X            AAA
    2005-65CB  PO, A-R                                  AAA
    2005-65CB  M                                        AA
    2005-65CB  B-1                                      A
    2005-65CB  B-2                                      BBB
    2005-65CB  B-3                                      BB
    2005-65CB  B-4                                      B
    2005-71    A-1, A-2, A-R                            AAA
    2005-71    M                                        AA
    2005-71    B-1                                      A+
    2005-71    B-2                                      BBB+
    2005-71    B-3                                      BB
    2005-71    B-4                                      B
    2005-72    A-1, A-2, A-3, A-4, A-R                  AAA
    2005-70CB  A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8   AAA
    2005-70CB  X, PO, A-R                               AAA
    2005-70CB  M                                        AA
    2005-70CB  B-1                                      A
    2005-70CB  B-2                                      BBB
    2005-70CB  B-3                                      BB
    2005-70CB  B-4                                      B
    2005-73CB  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-6, 1-A-7 AAA
    2005-73CB  1-A-8, 1-A-9, 1-A-10, 1-A-11, 1-A-12     AAA
    2005-73CB  1-A-13, 2-A-1, 2-A-2, 2-A-3, 2-A-4       AAA
    2005-73CB  2-A-5,1-X, 2-X, PO, A-R                  AAA
    2005-73CB  M                                        AA
    2005-73CB  B-1                                      A
    2005-73CB  B-2                                      BBB
    2005-73CB  B-3                                      BB
    2005-73CB  B-4                                      B
    2005-74T1  A-1, A-2, A-3, A-4, A-5, A-6, X          AAA
    2005-74T1  PO, A-R                                  AAA
    2005-74T1  M                                        AA
    2005-74T1  B-1                                      A
    2005-74T1  B-2                                      BBB
    2005-74T1  B-3                                      BB
    2005-74T1  B-4                                      B
    2005-75CB  A-1, A-2, A-3, A-4, A-5, A-6, A-7        AAA
    2005-75CB  X, PO, A-R                               AAA
    2005-75CB  M                                        AA
    2005-75CB  B-1                                      A
    2005-75CB  B-2                                      BBB
    2005-75CB  B-3                                      BB
    2005-75CB  B-4                                      B
    2005-76   1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3, 2-A-4 AAA
    2005-76    3-A-1, 3-A-2, 3-A-3, A-R                 AAA
    2005-76    M-1                                      AA+
    2005-76    M-2                                      AA
    2005-76    M-3                                      A+
    2005-76    M-4, M-5                                 A
    2005-76    M-6                                      BBB+
    2005-76    M-7                                      BBB-
    2005-76    M-8                                      BB+
    2005-77T1  1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-X, 1-PO    AAA
    2005-77T1  A-R, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5   AAA
    2005-77T1  2-A-6, 2-A-7, 2-X, 2-PO                  AAA
    2005-77T1  1-M, 2-M                                 AA
    2005-77T1  1-B-1, 2-B-1                             A
    2005-77T1  1-B-2, 2-B-2                             BBB
    2005-77T1  1-B-3, 2-B-3                             BB
    2005-77T1  1-B-4, 2-B-4                             B
    2005-79CB  A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8   AAA
    2005-79CB  X, PO, A-R                               AAA
    2005-79CB  M                                        AA
    2005-79CB  B-1                                      A
    2005-79CB  B-2                                      BBB
    2005-79CB  B-3                                      BB
    2005-79CB  B-4                                      B
    2005-80CB  1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1        AAA
    2005-80CB  1-X, 2-X, 3-X, 4-X, 5-X, PO, A-R         AAA
    2005-80CB  M                                        AA
    2005-80CB  B-1                                      A
    2005-80CB  B-2                                      BBB
    2005-80CB  B-3                                      BB
    2005-80CB  B-4                                      B
    2005-81    A-1, A-2, A-3, A-4, X-1, X-2             AAA
    2005-81    A-R                                      AAA
    2005-81    M-1                                      AA+
    2005-81    M-2                                      AA
    2005-81    M-3                                      AA-
    2005-81    M-4                                      A+
    2005-81    M-5                                      A-
    2005-81    B-1                                      BBB
    2005-81    B-2                                      BB+
    2005-81    B-3                                      BB
    2005-81    B-4                                      B
    2005-82    A-1, A-2, A-3, X, A-R, P                 AAA
    2005-82    M                                        AA
    2005-82    B-1                                      A
    2005-82    B-2                                      BBB
    2005-82    B-3                                      BB
    2005-82    B-4                                      B
    2005-84    1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2 AAA
    2005-84    4-A-1, 4-A-2, A-R                        AAA
    2005-84    M                                        AA
    2005-84    B-1                                      A
    2005-84    B-2                                      BBB
    2005-84    B-3                                      BB
    2005-84    B-4                                      B
    2005-85CB  1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5 AAA
    2005-85CB  2-A-6, 2-A-7, 2-A-8, 2-A-9, 3-A-1, 3-A-2 AAA
    2005-85CB  1-X, 2-X, 3-X,PO, A-R                    AAA
    2005-85CB  M                                        AA
    2005-85CB  B-1                                      A
    2005-85CB  B-2                                      BBB
    2005-85CB  B-3                                      BB
    2005-85CB  B-4                                      B
    2005-86CB  A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8   AAA
    2005-86CB  A-9, A-10, A-11, A-12, A-13, X, PO, A-R  AAA
    2005-86CB  M                                        AA
    2005-86CB  B-1                                      A
    2005-86CB  B-2                                      BBB
    2005-86CB  B-3                                      BB
    2005-86CB  B-4                                      B
    2005-AR1   1-A, 2-A-1, 2-A-2, 2-A-3A, 2-A-3B, A-R   AAA
    2005-AR1   M-1                                      AA+
    2005-AR1   M-2, M-3                                 AA
    2005-AR1   M-4                                      AA-
    2005-AR1   M-5                                      A+
    2005-AR1   M-6                                      A
    2005-AR1   M-7                                      BBB+
    2005-IM1   A-1, A-2, A-3, A-R                       AAA
    2005-IM1   M-1                                      AA
    2005-IM1   M-2                                      A+
    2005-IM1   M-3                                      BBB+
    2005-IM1   M-4                                      BBB
    2005-IM1   M-5                                      BBB-
    2005-J1    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J1    1-A-5, 1-A-6, 1-A-7, 1-A-8               AAA
    2005-J1    2-A-1, 3-A-1, 4-A-1, 5-A-1               AAA
    2005-J1    5-A-2, 5-A-3, 5-A-4, 6-A-1               AAA
    2005-J1    7-A-1, X-A, X-B, X-C, X-D                AAA
    2005-J1    X-E, X-F, PO-A, PO-B, PO-C               AAA
    2005-J1    PO-D, A-R                                AAA
    2005-J1    M                                        AA
    2005-J1    B-1                                      A
    2005-J1    B-2                                      BBB
    2005-J1    B-3                                      BB
    2005-J1    B-4                                      B
    2005-J2    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J2    1-A-5, 1-A-6, 1-A-7, 1-A-8               AAA
    2005-J2    1-A-9, 1-A-10, 1-A-11                    AAA
    2005-J2    1-A-12, 1-A-13, 1-X, PO-A                AAA
    2005-J2    2-A-1, 2-X, PO-B, A-R                    AAA
    2005-J2    M                                        AA
    2005-J2    B-1                                      A
    2005-J2    B-2                                      BBB
    2005-J2    B-3                                      BB
    2005-J3    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J3    1-A-5, 2-A-1, 2-A-2, 2-A-3               AAA
    2005-J3    2-A-4, 2-A-5, 2-A-6, 2-A-7               AAA
    2005-J3    2-A-8, 2-A-9, 2-A-10, 2-A-11             AAA
    2005-J3    2-A-12, 2-A-13, 2-A-14, 3-A-1            AAA
    2005-J3    X-A, X-B, PO-A, PO-B, A-R                AAA
    2005-J3    A-M                                      AA+
    2005-J3    M                                        AA
    2005-J3    B-1                                      A
    2005-J3    B-2                                      BBB
    2005-J3    B-3                                      BB
    2005-J3    B-4                                      B
    2005-J4    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J4    1-A-5, 1-A-6 , 2-A-1-A, 2-A-1B, 2-A-2B   AAA
    2005-J4    2-A3B, A-R                               AAA
    2005-J4    M-1                                      AA
    2005-J4    M-2                                      A
    2005-J4    B-1                                      BBB
    2005-J4    B-2                                      BBB-
    2005-J5    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J5    1-A-5, 1-A-6, 1-A-7, 1-A-8               AAA
    2005-J5    1-X, 2-A-1, 2-X, PO-A, PO-B              AAA
    2005-J5    A-R                                      AAA
    2005-J5    M-A                                      AA+
    2005-J5    M                                        AA
    2005-J5    B-1                                      A
    2005-J5    B-2                                      BBB
    2005-J5    B-3                                      BB
    2005-J5    B-4                                      B
    2005-J6    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J6    1-A-5, 1-A-6, 1-A-7, 1-A-8               AAA
    2005-J6    1-A-9, 1-A-10, 1-X, 2-A-1                AAA
    2005-J6    2-X, 3-A-1, 3-X, PO-1, PO-2              AAA
    2005-J6    PO-3, A-R                                AAA
    2005-J6    M                                        AA
    2005-J6    B-1                                      A
    2005-J6    B-2                                      BBB
    2005-J6    B-3                                      BB
    2005-J6    B-4                                      B
    2005-J7    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J7    1-A-5, 1-A-6, 1-A-7, 1-A-8               AAA
    2005-J7    1-A-9, 2-A-1, X-A, X-B, PO-A             AAA
    2005-J7    PO-B, A-R                                AAA
    2005-J7    M                                        AA
    2005-J7    B-1                                      A
    2005-J7    B-2                                      BBB
    2005-J7    B-3                                      BB
    2005-J7    B-4                                      B
    2005-J8    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J8    1-A-5, 1-A-6, 2-A-1, X-A                 AAA
    2005-J8    X-B, PO-A, PO-B, A-R                     AAA
    2005-J8    M                                        AA
    2005-J8    B-1                                      A
    2005-J8    B-2                                      BBB
    2005-J8    B-3                                      BB
    2005-J8    B-4                                      B
    2005-J9    1-A-1, 1-A-2, 1-A-3, 1-A-4               AAA
    2005-J9    1-A-5, 1-A-6, 1-A-7, 1-X                 AAA
    2005-J9    2-A-1, 2-A-2, 2-A-3, 2-X                 AAA
    2005-J9    PO-A, PO-B, A-R                          AAA
    2005-J9    M                                        AA
    2005-J9    B-1                                      A
    2005-J9    B-2                                      BBB
    2005-J9    B-3                                      BB
    2005-J9    B-4                                      B
    2005-J10   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5        AAA
    2005-J10   1-A-6, 1-A-7, 1-A-8, 1-A-9               AAA
    2005-J10   1-A-10, 1-A-11, 1-A-12, 1-A-13           AAA
    2005-J10   1-A-14, 1-A-15, 1-A-16, 1-A-17           AAA
    2005-J10   1-A-18, 2-A-1, 2-A-2, 2-A-3              AAA
    2005-J10   2-A-4, 1-X, 2-X, PO, A-R                 AAA
    2005-J10   M                                        AA
    2005-J10   B-1                                      A
    2005-J10   B-2                                      BBB
    2005-J10   B-3                                      BB
    2005-J10   B-4                                      B
    2005-J11   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5        AAA
    2005-J11   1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-10       AAA
    2005-J11   1-A-11, 1-A-12, 1-A-13, 1-A-14           AAA
    2005-J11   1-A-15, 1-A-16, 1-A-17, 2-A-1            AAA
    2005-J11   2-A-2, 3-A-1, 4-A-1, 5-A-1, 6-A-1        AAA
    2005-J11   7-A-1, 1-X, 2-X, 3-X, 4-X, 5-X, 6-X      AAA
    2005-J11   7-X, PO-A, PO-B, PO-C, A-R               AAA
    2005-J11   M                                        AA
    2005-J11   B-1                                      A
    2005-J11   B-2                                      BBB
    2005-J11   B-3                                      BB
    2005-J11   B-4                                      B
    2005-J12   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6 AAA
    2005-J12   A-R, 2-A-1, 2-A-2, 2-A-3, 2-A-4          AAA
    2005-J12   1-M-1, 2-M-1                             AA
    2005-J12   1-M-2, 1-M-3, 2-M-2                      A
    2005-J12   2-B-1                                    BBB
    2005-J12   1-B-1, 2-B-2                             BBB-
    2005-J13   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-X          AAA
    2005-J13   2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5        AAA
    2005-J13   2-A-6, 2-A-7, 2-A-8, 2-A-9, 2-A-10       AAA
    2005-J13   2-A-11, 2-X, PO, A-R                     AAA
    2005-J13   M                                        AA
    2005-J13   B-1                                      A
    2005-J13   B-2                                      BBB
    2005-J13   B-3                                      BB
    2005-J13   B-4                                      B
    2005-J14   A-1, A-2, A-3, A-4, A-5, A-6, A-7        AAA
    2005-J14   A-8, A-9, X, PO, A-R                     AAA
    2005-J14   M                                        AA
    2005-J14   B1                                       A
    2005-J14   B2                                       BBB
    2005-J14   B3                                       BB
    2005-J14   B4                                       B
    2006-4CB   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5        AAA
    2006-4CB   1-A-6, 1-A-7, 1-X, 2-A-1, 2-A-2          AAA
    2006-4CB   2-A-3, 2-A-4, 2-A-5, 2-A-6, 2-A-7        AAA
    2006-4CB   2-X, PO, A-R                             AAA
    2006-4CB   M                                        AA
    2006-4CB   B-1                                      A
    2006-4CB   B-2                                      BBB
    2006-4CB   B-3                                      BB
    2006-4CB   B-4                                      B
    2006-5T2   A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8   AAA
    2006-5T2   A-9, X, PO, A-R                          AAA
    2006-5T2   M-1                                      AA+
    2006-5T2   M-2                                      AA
    2006-5T2   B-1                                      A
    2006-5T2   B-2                                      BBB
    2006-5T2   B-3                                      BB
    2006-5T2   B-4                                      B
    2006-8T1   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5        AAA
    2006-8T1   1-A-6, 1-X, 2-A-1, 2-A-2, 2-A-3          AAA
    2006-8T1   2-A-4, 2-X, PO, A-R                      AAA
    2006-8T1   M-1                                      AA+
    2006-8T1   M-2                                      AA
    2006-8T1   B-1                                      A
    2006-8T1   B-4                                      B
    2006-HY3   1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2, A-R   AAA
    2006-HY3   M                                        AA
    2006-HY3   B-1                                      A+
    2006-HY3   B-2                                      BBB+
    2006-HY3   B-3                                      BB
    2006-HY3   B-4                                      B
    2006-J1    1-A-1, 1-A-2, 1-A-3, 1-A-3, 1-A-4        AAA
    2006-J1    1-A-5, 1-A-6, 1-A-7, 1-A-8, 1-A-9        AAA
    2006-J1    1-A-10, 1-A-11, 1-A-12, 1-A-13           AAA
    2006-J1    1-A-14, 1-A-15, I-X, 2-A-1, 2-A-2        AAA
    2006-J1    2-X, PO-1, PO-2, A-R                     AAA
    2006-J1    M                                        AA
    2006-J1    B-1                                      A
    2006-J1    B-2                                      BBB
    2006-J1    B-3                                      BB
    2006-J1    B-4                                      B
    2006-OA1   1-A-1, 1-A-2, 1-A-3, 1-X, 2-A-1, 2-A-2   AAA
    2006-OA1   2-A-3, 2-X, A-R                          AAA
    2006-OA1   M-1                                      AA+
    2006-OA1   M-2                                      AA
    2006-OA1   M-3                                      AA-
    2006-OA1   M-4                                      A+
    2006-OA1   M-5                                      A
    2006-OA1   M-6                                      A-
    2006-OA1   M-7                                      BBB+
    2006-OA1   M-8                                      BBB
    2006-OA1   M-9                                      BBB-
    2006-OA1   B-1                                      BB
    2006-OA1   B-2                                      B
    2006-OC1   1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3A       AAA
    2006-OC1   2-A-3B, A-IO, A-R                        AAA
    2006-OC1   M-1                                      AA+
    2006-OC1   M-2, M-3                                 AA
    2006-OC1   M-4                                      AA-
    2006-OC1   M-5                                      A+
    2006-OC1   M-6                                      A
    2006-OC1   M-7                                      BBB+
    2006-OC1   M-8                                      BBB-


CSAB MORTGAGE: Moody's Rates Class M-8 Certificates at Ba2
----------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by CSAB Mortgage-Backed Trust 2006-4 and a
ratings ranging from Aa2 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by various originators originated,
fixed-rate, alt-a mortgage loans acquired by DLJ Mortgage Capital.
The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by subordination, excess
spread, and overcollateralization.  The Class A-4 Certificates
ratings also benefit from a financial guaranty insurance policy
provided by Financial Security Assurance Inc.

Moody's expects collateral losses to range from 1.2% to 1.4%.

Wells Fargo Bank will act as master servicer to the mortgage
loans.  Moody's assigned Wells Fargo its servicer quality rating
of SQ1 as a master servicer of mortgage loans.

These are the rating actions:

   * CSAB Mortgage-Backed Trust 2006-4

   * CSAB Mortgage-Backed Pass-Through Certificates,
     Series 2006-4

                  Class A-1-A, Assigned Aaa
                  Class A-1-B, Assigned Aaa
                  Class A-1-C, Assigned Aaa
                  Class A-1-D, Assigned Aaa
                  Class A-2-A, Assigned Aaa
                  Class A-2-B, Assigned Aaa
                  Class A-3, Assigned Aaa
                  Class A-4, Assigned Aaa
                  Class A-5, Assigned Aaa
                  Class A-6-A, Assigned Aaa
                  Class A-6-B, Assigned Aaa
                  Class M-1-A, Assigned Aa2
                  Class M-1-B, Assigned Aa2
                  Class M-2, Assigned A1
                  Class M-3, Assigned A2
                  Class M-4, Assigned A3
                  Class M-5, Assigned Baa1
                  Class M-6, Assigned Baa2
                  Class M-7, Assigned Baa3
                  Class M-8, Assigned Ba2


DANA CORP: Closing Four Plants to Consolidate Production
--------------------------------------------------------
Dana Corporation plans to close four of eight facilities during
the next two years.  The actions will consolidate production
and are designed to balance capacity and take advantage of lower-
cost manufacturing locations.  Dana disclosed preliminary plans to
close eight facilities last month.

The four facilities for closure are Dana's Syracuse, Indiana, and
Cape Girardeau, Missouri, Traction Products facilities, and the
company's Guelph and Thorold, Ontario, Canada, Structural
Solutions plants.

Facility information is:

   * The Syracuse plant employs approximately 65 people and
     manufactures axle components.  The facility is expected to
     close by Sept. 30, 2007.

   * The Cape Girardeau plant employs approximately 200 people
     manufacturing axle components.  The facility is expected to
     close by June 30, 2008.

   * The Guelph operation employs approximately 25 people
     manufacturing front and rear frame structures.  The plant is
     expected to close by Feb. 28, 2007.

   * The Thorold structures facility employs approximately 150
     people manufacturing stampings.  The plant is expected to
     close by June 30, 2007.

Production from the Syracuse and Cape Girardeau facilities will be
moved to Dana operations in Mexico.  Closure of the Guelph plant
coincides with the end of a customer program that comprised all
production volume at the facility.  The majority of the production
at the Thorold operation will be moved to Dana's Elizabethtown,
Kentucky, structures plant.

"The decision to close any facility is extremely difficult and
regrettable," Dana Chairman and CEO Mike Burns said.  "But to
become competitive and emerge from Chapter 11 as a viable company,
it is absolutely critical that we further consolidate work across
our facilities to reduce overcapacity and high operating costs."

Mr. Burns said that four additional facility closures are expected
to be finalized in 2007.

Dana expects to incur charges of approximately $26 million before
tax during the fourth quarter of 2006 and additional aggregate
charges of approximately $19 million in 2007-2009 for total
charges of $45 million before tax, in connection with the plant
closures announced on Dec. 12, 2006.

                      About Dana Corporation

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

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

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

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

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


DELTA AIR: Comair Pilots will Conduct Informational Picket Today
----------------------------------------------------------------
The pilots of Comair, represented by the Air Line Pilots
Association, International, will conduct informational picketing
at the Cincinnati Airport, Terminal 3, today, Dec. 13, 2006, from
10:00 a.m. to 11:45 a.m.  Comair operates under the "Delta
Connection" livery and is a wholly owned subsidiary of Delta Air
Lines, Inc.

The Comair pilots are picketing to demonstrate their unity and
resolve and to send a clear message to Comair and Delta
managements that the pilots will not tolerate company-imposed pay
and working conditions.  The pilots are frustrated that management
is over reaching in its attempt to bypass the negotiating process
by filing an 1113(c) motion with the bankruptcy court.  If
approved, this motion could repudiate and breach the pilots' labor
contract and allow Comair management to unilaterally impose terms
of employment.

In 2005, the Comair pilots agreed to concessions to help their
airline better manage its finances.  Later that year, Comair and
parent company Delta filed for Chapter 11 bankruptcy.  In more
recent contract talks, Comair management has taken an unreasonable
position concerning the level of additional concessions the pilots
must provide.

The pilots want Comair to demonstrate that the concessions sought
are necessary for the company's recovery, and not simply a means
of applying pressure to other Delta Connection pilot groups to
lower their compensation and work rules.  The Comair pilots have
been flexible throughout these talks, offering numerous proposals
that offer substantial contract relief.

During recent bankruptcy proceedings, Delta management and company
documents revealed that Comair is projected to earn at least
$50 million in profits for 2006.  The pilots are willing to
discuss with their management what it will take for Comair and
Delta to emerge from bankruptcy.  Unfortunately, Comair management
appears to prefer to litigate in bankruptcy court rather than
seriously negotiate with its pilots.

It should be noted that the Comair pilots have authorized their
union leadership to declare a strike if the court approves the
1113 motion, management imposes terms of employment, and the pilot
leadership deems the time and circumstances appropriate.

                           About ALPA

Air Line Pilots Association, International -- http://www.alpa.org/
-- represents more than 60,000 pilots at 39 airlines in the United
States and Canada.

                         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.


DEUTSCHE MORTGAGE: Fitch Holds Rating on $19.7MM Certs. at B-
-------------------------------------------------------------
Fitch affirms Deutsche Mortgage & Asset Receiving Corp.'s
commercial mortgage pass-through certificates, COMM 1999-1, as:

   -- $705.7 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $62.3 million class B at 'AAA';
   -- $22.9 million class C at 'AAA';
   -- $62.3 million class D at 'AAA';
   -- $81.9 million class E at 'AAA';
   -- $19.7 million class F at 'AAA';
   -- $68.8 million class G at 'BBB+';
   -- $13.1 million class H at 'BBB';
   -- $26.2 million class J at 'B+'; and,
   -- $19.7 million class K at 'B-'.

Fitch does not rate the $10.3 million class L certificates.  Class
A-1 has been paid in full.

The affirmations reflect stable pool performance and minimal
paydown since Fitch's last rating action. In total, 56 loans have
defeased since issuance.  As of the November 2006 distribution
date, the pool's aggregate certificate balance has been reduced by
approximately 16.6%, to $1.09 billion from $1.31 billion at
issuance.

There are currently five assets in special servicing of which two
are real estate owned.  The two largest specially serviced loans
are cross-collateralized, cross-defaulted and secured by 299-unit
and 248-unit multi-family properties in Bryan, Texas.  The loans
transferred to the special servicer due to declines in performance
as a result of a weak local multi-family market.  The special
servicer is currently working with the borrower.

The third largest specially serviced asset is collateralized by
158-unit hotel located in Plano, Texas and is currently REO.  The
special servicer plans to market the asset in 2007.  Based on the
most recent appraisal value, Fitch expects losses which will be
absorbed by the non-rated class L.


DURA AUTOMOTIVE: Hires David Szczupak as Chief Operating Officer
----------------------------------------------------------------
DURA Automotive Systems Inc. reported that David T. Szczupak
has joined the company as chief operating officer, effective
immediately.  On Dec. 8, 2006 the United States Bankruptcy Court
for the District of Delaware entered an order authorizing the
company to enter into an employment agreement with Mr. Szczupak.

As chief operating officer, Mr. Szczupak will be responsible for
all aspects of DURA's manufacturing, engineering, quality and
procurement worldwide.

"David is a seasoned automotive industry executive who will be a
great asset to our leadership team," said Larry Denton, chairman
and chief executive officer of DURA Automotive.  "He brings global
operations expertise and will play a pivotal role in the
implementation of DURA's operational restructuring program and
growth initiatives."

Mr. Szczupak's automotive industry experience spans nearly 30
years.  He joins DURA from the Ford Motor Company, where he most
recently served as Ford's group vice president of manufacturing.
In this capacity, he directed global strategy and operations
for all vehicle manufacturing, engineering and operations
at 31 manufacturing plants worldwide, and directed a major
restructuring of Ford's global manufacturing footprint to
reduce costs by 30 percent, among other initiatives.

"I am excited to join DURA's management," said Mr. Szczupak, "and
I look forward to further strengthening the company's operations
and performance, as we successfully complete the operational
restructuring program and build on the company's reputation for
delivering innovative quality products at competitive prices."

Mr. Szczupak joined Ford in 1990 as chief engineer of Jaguar Cars,
following Ford's acquisition of Jaguar, and has since held
increasingly responsible senior management positions in
engineering and manufacturing operations.  Before that, he served
in engineering positions with U.K.-based Jaguar Cars LTD and with
Holset Engineering (Cummins).

Mr. Szczupak received a master's degree in automotive engineering
from Cranfield University in the United Kingdom.

Mr. Szczupak is a past member of the Volvo Cars Board of Directors
and the Mazda Advisory Board, and past Chairman of the SAE Global
Powertrain Congress 2005. He was named Engineer of the Year by
Autocar Magazine in 1999.

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.


ENTERGY NEW ORLEANS: Files 2nd Amended Plan & Disclosure Statement
------------------------------------------------------------------
Entergy New Orleans Inc. delivered to the Honorable Jerry A. Brown
of the U.S. Bankruptcy Court for the Eastern District of Louisiana
its Second Amended Chapter 11 Plan of Reorganization and an
accompanying Second Amended Disclosure Statement on Dec. 6, 2006.

ENOI expects to file a Third Amended Plan in advance of the
scheduled hearing on the Disclosure Statement.  ENOI says the
Third Amended Plan will resolve outstanding issues with respect to
bondholders.  ENOI expects that Plan will be confirmed.

Pursuant to the Second Amended Plan, claims and interests continue
to be grouped into 12 classes as provided for under ENOI's First
Amended Chapter 11 Plan of Reorganization filed on Nov. 14, 2006.

ENOI disclosed that as of Nov. 11, 2006, the estimated amount of
its Allowed DIP Financing Claim is $26,700,000.  Under the First
and Second Amended Plan, the DIP Financing Claim is unclassified
and has an estimated percentage recovery of 100%.

ENOI noted that the estimated interest on its Allowed General
Unsecured Claims is $3,700,000.  The Second Amended Plan calls for
payment to unsecured creditors of 100% of their claims along with
interests of:

   (i) 6% from the Petition Date through Dec. 31, 2005;

  (ii) 8% from Jan. 1, 2006 through Dec. 31, 2006; and

(iii) the Louisiana judicial interest rate plus 1% from
       Jan. 1, 2007, until paid.

Under the Second Amended Plan, holders of Class 6-Intercompany
Claims will also receive interests on their allowed claims at the
same per annum rates afforded to holders of Class 5-General
Unsecured Claims.

ENOI also indicated specific recipients of the Allowed Government
Environmental Claim.  The Debtor's Distributing Agent will make
distributions of $150,000 to the Louisiana Wildlife and Fisheries
Foundation, and $100,000 to the U.S. Fish and Wildlife Service.

Conditions to the effectiveness of the Second Amended Plan mirror
the conditions set in the First Amended Plan.

ENOI believes the changes it made with respect to the terms of the
Plan demonstrate that it has diligently moved toward confirming a
Chapter 11 plan.

A full-text copy of ENOI's Second Amended Chapter 11 Plan is
available for free at http://researcharchives.com/t/s?16d5

A full-text copy of ENOI's Second Amended Disclosure Statement is
available for free at http://researcharchives.com/t/s?16d6

                       Financing Updates

On Dec. 4, 2006, the Louisiana Legislature voted overwhelmingly to
award ENOI $200,000,000 in Community Development Block Grants
Funds.  ENOI's best estimate is that it will receive the CDBG
Funds by the end of March 2007, well before the Plan's June 30,
2007 effective date, based on this timetable:

   (1) before Feb. 1, 2007, the United States Department of
       Housing and Urban Development will review, revise and
       approve an action plan, and ENOI will submit costs for
       certification to the Council for the City of New Orleans;

   (2) before March 1, 2007, the City Council will certify costs
       and ENOI will submit its application for reimbursement to
       the state of Louisiana; and

   (3) before the end of March 2007, the state of Louisiana will
       approve the application and request funding from the HUD,
       and the HUD will then remit the payment to the state,
       which will in turn remit the payment to ENOI.

                    Initial Financial Forecasts

ENOI has yet to submit its financial projections to the Court.

After the Petition Date, Moody's Investors Service, Inc., withdrew
all ratings on ENOI's senior secured debt.  After the Effective
Date, there is no assurance of the credit ratings that will be
assigned to ENOI's senior secured debt, or when ENOI's ratings
will return to investment grade levels, R. Patrick Vance, Esq., at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., in
New Orleans, Louisiana, says.

Continued below-investment grade status by credit rating agencies
after the Effective Date could prompt fuel and power suppliers and
vendors to require credit support.  Consequently, the increased
costs of borrowing or the need to provide credit support could
negatively affect ENOI's future financial condition, operations
results and liquidity, Mr. Vance says.

                      Liquidity Constraints

ENOI's fuel and purchased power costs are recovered from customers
through the fuel adjustment clause, which is subject to regulatory
scrutiny.  The regulatory risk represents ENOI's largest potential
exposure to price changes in the commodity markets, Mr. Vance
points out.

Mr. Vance explains that when the level of fuel or purchased power
costs rise dramatically, ENOI's working capital requirement
increases due to the lag between cost incurrence and cost recovery
inherent in the fuel adjustment mechanism.  At these times, ENOI's
liquidity needs to be constrained.

Additionally, at times ENOI's regulator, the City Council, has
initiated, and in the future may initiate, proceedings to
investigate the appropriateness of the fuel and power purchases
for the purpose of determining if ENOI's underlying decisions were
prudent.  If the investigations result in disallowances based on
findings of imprudence, they could adversely affect ENOI's future
financial condition or liquidity.  As of Dec. 31, 2005, ENOI had a
deferred fuel balance of $33,000,000.

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


FAMILY LIFE: A.M. Best Places B (Fair) Rating Under Review
----------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of B (Fair)
of Family Life Insurance Company of Austin, Texas, under review
with developing implications.  Family Life is a wholly owned
subsidiary of Financial Industries Corporation.

This rating action follows FIC's announcement that it reached a
definitive agreement on Dec. 8, 2006, for the sale of Family Life
to The Manhattan Life Insurance Company of Houston, Texas.
Manhattan Life currently has an FSR of B+ (Very Good), and the FSR
is unaffected by this announcement.

The sale is subject to regulatory approval and is expected to
close at year-end or early in 2007, at which time a final FSR
determination will be made for Family Life.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


FORD MOTOR: Inks MOU with Valeo to Sell ACH's Climate Control Biz
-----------------------------------------------------------------
Ford Motor Company and Valeo have announced a Memorandum of
Understanding for Valeo's purchase of the Automotive Components
Holdings climate control business, including the Sheldon Road
Plant in Plymouth Township, Michigan.  This paves the way for a
Definitive Agreement and sale of the business to Valeo as soon as
possible.

The Sheldon Road plant produces automotive climate control systems
and components for a number of Ford vehicles.  It employs about
1,250 people, including salaried employees leased from Visteon and
UAW hourly employees leased from Ford.  It is part of Automotive
Components Holdings, a Ford-managed temporary company formed in
October 2005.

"This is an important step for Ford's North American operations
and the Way Forward Acceleration Plan, especially as we seek to
reduce material costs over time," Mark Fields, president of the
Americas and Ford executive vice president, said.

"This MOU follows a lot of hard work by this plant and the entire
ACH team," said Al Ver, chief executive officer and chief
operating officer, Automotive Components Holdings, and Ford vice
president.  "We have focused on preparing our businesses for sale
to buyers who can grow and invest in them."

Automotive Components Holdings produces interior, climate,
chassis, and powertrain components and operates 11 plants in the
United States and three in Mexico.

"This acquisition is an important part of Valeo's strategy to be a
global leader in its core product lines," Valeo chairman and chief
executive officer Thierry Morin said.

The final agreement is contingent upon reaching a new and
competitive agreement with the United Auto Workers.

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

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services affirmed its 'B' bank loan and
'2' recovery ratings on Ford Motor Co. after the company increased
the size of its proposed senior secured credit facilities to
between $17.5 billion and $18.5 billion, up from $15 billion.

As reported in the Troubled Company Reporter on Dec. 7, 2006,
Fitch Ratings downgraded Ford Motor Company's senior unsecured
ratings to 'B-/RR5' from 'B/RR4' due to the increase in size of
both the secured facilities and the senior unsecured convertible
notes being offered.

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


FREESCALE SEMICON: Fitch Withdraws Ratings Following Buyout
-----------------------------------------------------------
Fitch Ratings has withdrawn ratings for Freescale Semiconductor,
Inc.:

   -- Issuer Default Rating 'BB+';
   -- Senior Unsecured Bank Credit Facility 'BB+'; and,
   -- Senior Unsecured Notes 'BB+'.

Fitch believes that disclosure of financial information will be
inadequate for Fitch to maintain ratings after the company's
acquisition by a consortium of private equity firms led by The
Blackstone Group in a deal valued at approximately $17.5 billion.
Fitch will no longer provide ratings coverage of Freescale.


GENELABS TECH: Posts $633K Net Loss in Quarter Ended Sept. 30
-------------------------------------------------------------
Genelabs Technologies Inc. reported a net loss of $633,000 on
total revenues of $3,422,000 for the three months ended
Sept. 30, 2006, the company disclosed in a Form 10-Q report filed
with the Securities and Exchange Commission.

The Company's balance sheet at Sept. 30, 2006 showed total
shareholders' equity of $3,169,000 compared to an equity of
$2,347,000 at Dec. 31, 2006.

A full-text copy of the regulatory filing is available for free
at: http://ResearchArchives.com/t/s?16b5

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2006, Ernst
& Young LLP expressed substantial doubt about Genelabs
Technologies, Inc.'s ability to continue as a going concern after
it audited the company's financial statement for the year ended
Dec. 31, 2005.  The auditing firm pointed to the Company's
recurring losses from operations, accumulated deficit and
availability of funds for use in operations.

                          About Genelabs

Based in Redwood City, California, Genelabs Technologies, Inc. --
http://www.genelabs.com/-- discovers and develops pharmaceutical
products.


GEORGIA-PACIFIC: Moody's Rates New $1-Bil. Senior Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Georgia-Pacific
Corporation's proposed $1 billion senior unsecured guaranteed
notes as well as Ba2 ratings to its add-on term loan and amended
revolving credit facility.

The notes are being issued as part of a refinancing transaction
that will see an existing $2.25 billion second lien term loan C
repaid from the proceeds of:

   a) the new $1.0 billion notes;

   b) a $1.0 billion senior secured term loan B that is
      effectively an add-on to an existing Ba2-rated term loan B;
      and,

   c) draw-down of the entire amount of a $250 million increase
      in the company's Ba2-rated senior secured revolving credit
      facility.

With the transaction not affecting the relationship between total
debt and cash flow, GP's corporate family rating was affirmed at
Ba3 and the outlook remains stable.

In assessing the ratings impact on the individual components of
the debt structure, there are five (5) points of note:

   1) the transaction contemplates a concurrent legal entity
      reorganization that simplifies the company's internal
      structure;

   2) there is the potential of future legal entity
      reorganizations and intra-company asset sales;

   3) the new notes benefit from upstream guarantees from a
      substantial proportion of the company's operating
      subsidiaries;

   4) senior secured credit commitments increase by $1.25 billion
      to $10.25 billion; and,

   5) the $2.25 billion second lien credit facilities are
      replaced in the waterfall by the $1.0 billion in new notes,
      thereby reducing the value of that component by
      $1.25 billion.

The impact of these points is:

   -- The nearly 14% increase in senior secured claims is at the
      limit of what Moody's loss given default rating methodology
      can tolerate without dilution of either or both of security
      coverage and the loss absorption capacity.  Accordingly,
      the senior secured ratings on the $2.0 billion revolving
      credit facility (increased from $1.75 billion), the
      $2.0 billion term loan A and the $6.25 billion term loan B
      remain at Ba2.

   -- The new $1.0 billion notes replace the $2.25 billion second
      lien credit facility in the waterfall.  While unsecured,
      since they benefit from a robust system of operating
      company guarantees, they are ranked at the same Ba3 level
      as the instruments they replace in the waterfall.

   -- With the dollar value impact of 4) and 5) above netting to
      zero, there is no change to the claims ranking ahead of the
      existing senior unsecured notes, and therefore no change in
      their rating.

   -- With GP's status as a private company and given its ability
      to reorganize its legal entity structure and related asset
      and cash flow attribution, the transaction highlights that
      there is no practical means of assessing the ongoing impact
      of structural features that may advantage or disadvantage
      bonds issued by or guaranteed by Fort James Corporation.

Given the relatively nominal $41 million aggregate value of such
bonds and the fact that nearly half of that value represents bonds
that mature within a year, Moody's will withdraw the applicable
ratings.

Assignments:

   * Issuer: Georgia-Pacific Corporation

      -- Senior Secured Bank Credit Facility, Assigned a range of
         37 - LGD3 to Ba2

      -- Senior Secured Bank Credit Facility, Assigned a range of
         37 - LGD3 to Ba2

      -- Senior Unsecured Regular Bond/Debenture, Assigned a
         range of 46 - LGD3 to Ba3

Withdrawals:

   * Issuer: Georgia-Pacific Corporation (Old)

      -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
         previously rated 47 - LGD3

GP's corporate family rating continues to be supported by its
significant aggregate scale which provides superior access to end
markets and customers, and enhanced flexibility to rationalize
operations in a downturn should it be required.

The rating is also supported by its product line diversity, which
provides the potential for a less volatile aggregate cash flow
stream and an increased potential of being able to generate cash
by divesting of discrete business lines should the need arise.

While Moody's views all of the company's key segments as having
margins that vary over time, recent tissue segment margin
expansion may prove to be sustainable if the key participants
continue to exercise discipline to neutralize the influence of
excess capacity. GP's very significant presence in this market
increases this likelihood.

Also, GP's relatively low manufacturing costs in its key product
lines is seem as an added strength, providing defensible market
positions in the event of a market downturn.  GP also gains from
sponsorship benefits provided by Koch.

Georgia-Pacific Corporation, headquartered in Atlanta, Georgia, is
a privately owned global leader in tissue and other consumer
products, and has significant operations in building products and
paper-based packaging.


GRUPO IUSACELL: Court Dismisses Involuntary Petition & Closes Case
------------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approved the stipulations
dismissing Grupo Iusacell Celular, S.A. de C.V.'s involuntary
petition with prejudice and the adversary proceeding with
prejudice, with the consent of all parties, and accordingly closed
the case.

The stipulations were made among Grupo Iusacell Celular, S.A. de
C.V.; Gramercy Emerging Markets Fund; Agave Telecom Holdings LLC;
TCW GEM V, Limited; TCW GEM Ligos I Limited; TCW GEM Ligos II
Limited; TCW GEM Capital & Income (Cayman), LP; TCW GEM II,
Limited; TCW GEM III, Limited; TCW Galileo Funds, Inc.

Gramercy, Agave, and the TCW parties filed a complaint on July 14,
2004, in the Supreme Court of the State of New York, County of New
York, against Iusacell, entitled TCW Gem V Limited, et al. v.
Grupo Iusacell Celular, S.A. de C.V. et al. (New York County Index
#600091/04)

On July 14, 2006, Gramercy, Pallmall LLC, and Kapali LLC filed an
involuntary petition under chapter 11 against Iusacell.

Gramercy and Agave filed on July 19, 2006, papers to remove the
state court action to the Bankruptcy Court, and on Aug. 11, 2006,
the suit was assigned adversary proceeding # 06-01689.

On Aug. 15, 2006, Iusacell filed a motion to dismiss the
involuntary petition for insufficiency of process, but the
petitioners objected to the Debtor's motion.

The Bankruptcy Court found on Oct. 11, 2006, that the petitioners
had not effected service of the involuntary petition on Iusacell,
and ruled that service of the petition must proceed pursuant to
the Hague Convention.

The Bankruptcy Court further stayed all proceedings in the case
should the petitioners sustain the involuntary petition.  The
Debtor said that to date, the petitioners have not served the
involuntary petition.

The petitioners advised that they assigned their claims against
Iusacell to a third party on Oct. 19, 2006.  As a result of this
transaction, the petitioners no longer have any claims or
interests in Iusacell, and they consented to the dismissal of the
involuntary petition.

In addition, Gramercy and Agave also consented to the dismissal of
the adversary proceeding.

Headquartered in Mexico City, Mexico, Grupo Iusacell, SA de CV
(BMV: CEL) -- http://www.iusacell.com/-- is a wireless cellular
and PCS service provider in Mexico with a national footprint.
Independent of the negotiations towards the restructuring of its
debt, Grupo Iusacell reinforces its commitment with customers,
employees and suppliers and guarantees the highest quality
standards in its daily operations offering more and better voice
communication and data services through state-of-the-art
technology, including its new 3G network, throughout all of the
regions in which it operate.

As of Dec. 31, 2005, Grupo Iusacell's stockholders' deficit
widened to MXN2,076,000,000 from a deficit of MXN1,187,000,000 at
Dec. 31, 2004.

Grupo Iusacell filed for bankruptcy protection on June 18 under
Mexican Law to prevent creditors from disrupting its debt
restructuring talks.  On July 14, 2006, Gramercy Emerging Markets
Fund, Pallmall LLC and Kapali LLC, owed an aggregate amount of
US$55,878,000 filed an Involuntary Chapter 11 Case against Grupo
Iusacell's operating subsidiary, Grupo Iusacell Celular, SA de CV
(Bankr. S.D.N.Y. Case No. 06-11599).  Alan M. Field, Esq., at
Manatt, Phelps & Phillips, LLP, represents the petitioners.
Iusacell Celular then filed for bankruptcy protection under
Mexican Law on July 18.


HALO TECHNOLOGY: Posts $3.4MM Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
HALO Technology Holdings Inc. reported a $3.4 million net loss for
the three months ended Sept. 30, 2006, versus income of
$20.2 million for the same period last year.

The first quarter of fiscal 2007 included $2.7 million in gains on
warrants, due to the application of the fair value accounting
treatment, compared to $23.8 million in the first quarter of
fiscal year 2006.

For the first quarter of fiscal 2007, the company reported revenue
of $6.5 million, an increase of $6.2 million over the $300,000
reported in the first quarter of fiscal 2006.

Results for the current quarter reflect the acquisitions of:
Tesseract, DAVID Corporation, Process Software, and ProfitKey
International, all of which were acquired on Oct. 26, 2005;
Empagio, Inc, which was acquired Jan. 13, 2006; Executive
Consultants, Inc., acquired March 1, 2006; Tenebril, purchased on
Aug. 24, 2006; and RevCast, acquired on Sept. 15, 2006.

Results for the first quarter of fiscal 2007 and 2006 exclude
HALO's subsidiary Gupta Technologies, which has been accounted for
as discontinued operations.  On Nov. 20, 2006, Halo Technology
sold the Gupta subsidiary to Unify Corporation as part of a
simultaneous transaction in which Halo acquired Unify's NavRisk
Business and ViaMode Product.

At Sept. 30, 2006, the company's balance sheet showed $62,946,254
in total assets, $60,349,782 in total liabilities and mandatory
redeemable Series D preferred stock of $7,750,000, resulting in a
stockholders' deficit of $5,153,528.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16d7

"This quarter, HALO continued to see its portfolio companies
strengthen their market positions and take steps to improve
operating performance," said CEO Ron Bienvenu.  "We have, in
tandem, reduced expenses and lowered our cash burn rate, while
working diligently to complete the sale of Gupta to Unify and the
acquisition of Unify's IRM and ViaMode divisions.  We believe that
IRM will provide excellent complementary product offerings for our
DAVID platform, and several of the Halo operating units offer
valuable products and services that will benefit ViaMode
customers."

"We remain committed to our goal of reducing the debt load on our
balance sheet. While the Gupta transaction is the first major step
in this process, we continue to pursue additional measures that we
believe will significantly and positively affect our financial
position," Mr. Bienvenu added.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Mahoney Cohen & Company, CPA, P.C., in New York, raised
substantial doubt about Halo Technology Holdings, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended June 30, 2006
and 2005.  The auditor pointed to the Company's recurring
operating losses and working capital deficiency.

                       About Halo Technology

Halo Technology Holdings, Inc., fka Warp Technology Holdings,
Inc., is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  Halo's existing
subsidiaries are Gupta Technologies, LLC; Warp Solutions, Inc.;
Kenosia Corporation; Tesseract Corporation; DAVID Corporation;
Process Software; ProfitKey International; Empagio; and ECI.


HEXION SPECIALTY: Posts $14 Million Net Loss in 2006 Third Quarter
------------------------------------------------------------------
Hexion Specialty Chemicals Inc. reported a $14 million net loss on
$1.3 billion of net sales for the third quarter ended Sept. 30,
2006, compared with a $6 million net loss on $1.1 billion of net
sales for the same period in 2005.

Net loss increased $8 million due to increases in interest expense
of $6 million, attributable to higher average debt levels and
higher interest rates, and an increase in income tax expense of
$3 million, primarily as a result of an increase in earnings from
foreign operations.

Net sales increased $211 million as a result of incremental net
sales of $117 million contributed by the acquired businesses and
the Brazil based consumer adhesives company Alba Adesivos
Industria e Comercio Ltda. which was sold in March 2006.

The company was successful in driving volumes higher across
several of its product lines, primarily in the base epoxy and
specialty epoxy resins offset by lower volumes in the inks and
coatings product lines.  The company also achieved stronger
pricing, primarily in its formaldehyde, coatings and inks product
lines, due to the partial pass through of higher raw material
costs to customers.  Net favorable currency translation of
$14 million also contributed to the increase primarily due to the
strengthened Canadian dollar and Brazilian real as compared to the
U.S. dollar.

Gross profit increased by $9 million, to $179 million, in the
third quarter of 2006 compared to $170 million in the third
quarter of 2005.  In 2006, the net impact of the coatings
acquisition, the inks acquisition and the sale of Alba Adesivos
Industria e Comercio Ltda. added $8 million of gross.  In
addition, the realization of synergies from the combinations
helped drive the increase, while rising raw material costs that
could not be fully passed along to customers resulted in a
negative lead-lag impact of $8 million, which contributed to a
decline in gross margin.

Operating income increased by $2 million, to $57 million, in the
third quarter of 2006 compared to $55 million in the third quarter
of 2005.  The increase is due to the impact of the growth in gross
profit, the absence of transaction costs of $3 million and the
realization of synergies from the combinations.  These amounts
were partially offset by increased integration costs of
$18 million.  The increase in integration costs is primarily due
to additional redundancy and plant rationalization costs and
incremental administrative costs associated with integration
programs in 2006, including the implementation of a single,
company wide, management information and accounting system.

At Sept. 30, 2006, the company's balance sheet showed
$3.44 billion in total assets, $3.33 billion in total liabilities,
and $13 million in minority interest in consolidated subsidiaries,
resulting in a $970 million stockholders' deficit.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at http://researcharchives.com/t/s?16d4

                  Acquisitions and Divestitures

On Jan. 31, 2006, the company completed the purchase of the
decorative coatings and adhesives business unit of The Rhodia
Group.  The business generated 2005 sales of approximately $200
million, with eight manufacturing facilities in Europe and Asia
Pacific.

On Mar. 1, 2006, the company acquired the global wax compounds
business of Rohm and Haas.  The business generated 2005 sales of
approximately $10 million.  The purchase included Rohm and Haas'
wax compounds technology and product lines, manufacturing
equipment and other business assets.

On June 1, 2006, the company acquired the ink and adhesive resins
business of Akzo Nobel.  The business generated 2005 sales of
approximately $215 million and includes ten manufacturing
facilities in Europe, Asia Pacific, North America and South
America.

The aggregate purchase price, net of cash acquired, for the three
acquisitions, including related direct costs, was $181 million.

On Mar. 31, 2006, the company sold Alba Adesivos Industria e
Comercio Ltda, a producer of branded consumer and professional
grade adhesives.  On Mar. 31, 2006, the company also completed the
sale of its remaining 10% interest in Japan Epoxy Resin Co., Ltd.,
to its joint venture partner.  On June 1, 2006, the company
completed the sale of an additional 5% interest in HA-
International, LLC, a joint venture between the company and Delta-
HA, Inc. At Sept. 30, 2006, the company's remaining economic
interest in HA-International is 60%.

                      Discontinued Operations

On Aug. 1, 2006, the company sold its Taro Plast S.p.A. business,
which was acquired in the Bakelite acquisition and formerly
reported in the Epoxy and Phenolic Resins segment.  Accordingly,
Taro Plast has been reported as discontinued operations.

                      Sources and Uses of Cash

In the nine months ended Sept. 30, 2006, net operating activities
provided cash of $4 million, compared to $103 million in the same
period in 2005.

In the nine months ended Sept. 30, 2006, investing activities used
cash of $220 million.  The company used $181 million for the
coatings acquisition, the wax compound acquisition and the inks
acquisition.  The company also used $85 million for capital
expenditures, primarily for plant expansions and improvements.
The company received proceeds of $47 million for business
divestitures.

In the nine months ended Sept. 30, 2005, investing activities used
cash of $294 million.  The company used $234 million for the
acquisitions of the Bakelite and Pacific Epoxy businesses and $61
million for capital expenditures, primarily for plant expansions
and improvements.

In the nine months ended Sept. 30, 2006, financing activities
provided cash of $94 million.  The company made long-term debt
repayments of $2.15 billion, incurred total long-term borrowings
of $2.65 billion and net short-term debt borrowings of $18
million, primarily related to the debt restructuring completed in
the second quarter.  Also in conjunction with the debt
restructuring, the company paid $397 million from the proceeds of
the amended and restated credit facility to redeem preferred stock
and paid $17 million of debt refinancing fees, which have been
capitalized and will be amortized over the term of the facility.
In addition, the company paid $5 million of IPO related costs,
which were written off when the company suspended its IPO during
the second quarter.

In the nine months ended Sept. 30, 2005, financing activities
provided cash of $209 million.  Net cash generated by financing
activities was primarily due to long-term debt borrowings of $1.19
billion related to the floating rate second-priority senior
secured notes and a $500 million term loan under the company's
previous credit facility.  These borrowings were partially offset
by net debt repayments and debt financing fees paid of $790
million primarily related to the replacement of the Resolution
Performance and Resolution Specialty credit facilities.  The
company paid a dividend of $523 million, which was funded through
the net proceeds received from the issuance of preferred stock of
$334 million and from amounts borrowed under the Hexion credit
facility.  The company also made payments of $8 million for costs
related to the proposed IPO.

                  About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/-- manufactures and markets resins,
inks, coating and adhesive resins, formaldehyde, oil field
products and other specialty and industrial chemicals worldwide.
At Sept. 30, 2006, the company has 103 production and
manufacturing facilities, of which 38 are located in the U.S.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hexion Specialty Chemicals Inc. to 'B' from 'B+'.  The
outlook is stable.  S&P also lowered the rating on the existing
$225 million first-lien senior secured revolving credit facility
to 'B' from 'B+'.

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Moody's Investors Service assigned B3 ratings to the new
guaranteed senior secured second lien notes due 2014 of Hexion
Specialty Chemicals Inc.


HIGHWOODS PROPERTIES: Fitch Holds Preferred Stock Rating at BB+
---------------------------------------------------------------
Fitch Ratings affirmed and removed all ratings for Highwoods
roperties Inc. and Highwoods Realty Limited Partnership from
Rating Watch Negative as:

Highwoods Properties, Inc.

   -- Issuer Default Rating 'BBB-'; and,
   -- Preferred stock 'BB+'.

Highwoods Realty Limited Partnership

   -- Issuer Default Rating 'BBB-';
   -- Senior unsecured notes 'BBB-'; and,
   -- Credit facility 'BBB-'.

Fitch originally placed Highwoods on Rating Watch Negative on
May 27, 2005.

The Rating Outlook is Stable.

The Stable Outlook reflects the current filing status of the
Securities and Exchanges Commission reports for both the real
estate investment trust and the Operating Partnership.  In
addition to Highwoods filing the third quarter 2006 SEC report in
a timely manner, Fitch recognizes that Highwoods-LP is now in
compliance with the financial information covenant of the bond
indenture with the filing of the 2005 and 2006 SEC reports.

Furthermore, Fitch acknowledges that the SEC Division of
Enforcement has recently closed its investigation of the company
without taking any action with respect to the matter.

Aside from maintaining satisfactory operating performance, Fitch's
expectations with regards to the Stable Outlook include the timely
filing of subsequent SEC reports for both Highwoods and Highwoods-
LP.

Fitch anticipates that Highwoods will become eligible to issue
securities under its existing shelf registration during the fourth
quarter of 2007.  However, Fitch acknowledges that the company has
various financing alternatives available in the meantime,
including capacity under its existing unsecured revolving credit
facility.  Though Fitch notes that the company has made meaningful
progress with regards to addressing the material weaknesses, the
company has not completed and evaluated all of its planned
remediation activities and therefore Fitch will continue to
monitor its progress.

Highwoods Properties Inc. is a fully integrated, self-
administered, self-managed equity REIT that is focused on leasing,
management, development, construction, and other tenant-related
services for its properties and for third parties.

Headquartered in Raleigh, North Carolina, Highwoods operates in
Florida, Georgia, Iowa, Kansas, Maryland, Missouri, North
Carolina, South Carolina, Tennessee and Virginia.  As of
Sept. 30, 2006, the company owned or had an interest in 414 in-
service properties encompassing approximately 34.9 million square
feet, 798 acres of undeveloped land, and an additional 15
properties under development.


HORIZON LINES: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of H-Lines Finance
Holding Corporation -- Corporate Family Rating of B2, and has
changed the ratings outlook to positive from stable.

The ratings reflect expectations of generally stable revenues over
the intermediate term from broad-based demand for Horizon's
containership services with the potential for a modest improvement
in the operating margin from productivity gains.

Horizon's substantial market share within each of its Jones Act
trade lanes, low revenue concentration, the oligopoly structure of
the company's markets and high barriers to entry due to Jones Act
protections suggest that Horizon's revenue is expected to be
somewhat more stable over the economic cycle.

Retained Cash Flow to Net Debt and Debt to EBITDA improved
steadily to levels that are more consistent with the rating, due
to better profits during the cycle as well as from the repayment
of debt with the proceeds of a primary equity offering.

Nonetheless, operational and execution risks associated with the
redeployment of higher capacity vessels across the company's trade
routes, and exposure to regional economic cycles could temper
further improvement in the credit profile, as could one or more
debt-financed acquisitions.

Debt will increase during 2007 as the long-term bare-boat charters
for five new vessels begin, increasing annual lease financing
expense by $32 million.

Moody's capitalizes the lease expense for shipping companies at
8x, so the additional charters would increase debt by $256 million
to about $1.3 billion.  Nonetheless, Moody's notes the positive
development in that Horizon has begun to address the long term
fleet replacement issue.

Also considered in the ratings is the still very old vintage of
Horizon's Jones Act qualified vessels, which have higher operating
and maintenance costs relative to modern tonnage, and for which
the potential cost of replacement is sizable, partly because of
the requirement that the vessels be constructed in US yards.

The change in outlook to positive reflects Moody's view that the
recent improvements in leverage and coverage realized since
Dec. 31, 2005, could be sustained in the current range over the
intermediate term.

As well, Moody's believes that Horizon should execute the upcoming
redeployment of vessels and route changes with minimal disruption
to service levels, which should support stability of earnings.

"While adjusted debt will increase in 2007 upon the capitalization
of the bare-boat charters, it is possible for Debt to EBITDA to
increase only modestly from the most recent 4.4x, and remain at
the B1 level of that sub-factor of Moody's Global Shipping Rating
Methodology.  The successful redeployment of the fleet, the
realization of expected cost savings from process improvements,
and continuing supportive demand, will be important determinants
of operating results and resultant credit metrics in 2007," said
Jonathan Root, Moody's Shipping Analyst.

Ratings could be upgraded if Horizon was to sustain an EBIT margin
in the low double-digit range or was to reduce balance sheet debt
to offset the incremental debt resulting from the new bare-boat
charters, to produce a sustainable leverage below 4.5x or EBIT to
Interest Coverage above 2x.

The ratings could be downgraded if Horizon's operating performance
weakens materially, resulting in EBIT to Interest being sustained
below 1.5x or if Debt to EBITDA were to be sustained above 5.5x.

One or more acquisitions resulting in meaningfully higher debt
levels would likely place downward pressure on the ratings, as
would a debt-financed program to replace the Jones Act qualified
vessels in the fleet.

Rating actions:

   * Issuer: H-Lines Finance Holding Corporation:

      -- Corporate Family at B2;
      -- Probability of Default at B2;
      -- Senior Unsecured Discount Notes at Caa1, LGD6, 94%; and,
      -- Outlook changed to positive from stable

   * Issuer: Horizon Lines, LLC:

      -- Senior Secured at Ba2, LGD2, to 18% from 20%;
      -- Senior Unsecured Notes at B3, LGD4, 69%; and,
      -- Outlook changed to positive from stable

H-Lines Finance Holding Corp, based in Charlotte, North Carolina,
through its wholly-owned operating subsidiary, Horizon Lines, LLC,
trades sixteen U.S. flag container ships in liner services between
either the continental Unites States and Alaska, Hawaii, Guam or
Puerto Rico and between the Far East and the U.S. West coast.


HORSE THIEF: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JSY Consulting, Inc.
        dba Horse Thief Country Club
        28950 Horse Thief Drive
        Tehachapi, CA 93561

Bankruptcy Case No.: 06-12140

Type of Business: The Debtor operates a country club that offers
                  a Driving Range, Putting Green, Chipping Green
                  and access to Seasonal Swimming Pool.  See
                  http://www.horsethiefcountryclub.com/

Chapter 11 Petition Date: December 4, 2006

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: Riley C. Walter, Esq.
                  Walter Law Group
                  7110 North Fresno Street #400
                  Fresno, CA 93720
                  Tel: (559) 435-9800

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Stallion Springs              Water                      $54,185
Community Service District
28500 Stallion Springs Drive
Tehachapi, CA 93561

American International Group                             $29,150
The Guerrini Law Firm
750 East Green Street
Suite 200
Pasadena, CA 91101

South Bay Acceptance                                      $6,237
P.O. Box 2978
Torrance, CA 90509

American General Media                                    $4,800

RSI                                                       $3,058

Marlin Leasing                                            $2,059

Kaiser Permanente                                         $1,432

Bakersfield Californian                                   $1,339

Hwang & Choi CPAs                                         $1,000

CRF Solutions                                               $923

Benz Inc. Mojave Sanitation                                 $889

Alcohol Beverage Control      2007 Alcohol                  $758
                              License

Valley Press                                                $671

AT&T                                                        $598

The Gas Company                                             $280

R&R Products Incorporated                                   $196

Cingular Wireless                                           $192

Kern Turf Supply, Inc.                                       $87

Darling International                                        $87


IMC INVESTMENT: Court Sets Dec. 27 Disclosure Statement Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Dec. 27, 2006, at 9:00 a.m., to consider
approval of the disclosure statement explaining IMC Investment
Properties Inc.'s chapter 11 plan of reorganization.

                       Treatment of Claims

Under the Plan, allowed administrative claims will be paid in full
on the effective date through an equity infusion or using the
proceeds of the sale of any of the Debtor's assets.
Administrative expenses incurred in the ordinary course of
business will be paid in the ordinary course of business from the
sale proceeds and assets.

Allowed Priority Unsecured Claims will receive one cash payment on
the later of the effective date of the Plan or 15 business days
following the date the Claim is allowed by final Court order.

Holders of Class 2A Secured Claims will receive a lien on the
property in the order of priority as they existed on the Debtor's
bankruptcy filing.  For a period of 12 months following the
effective date of the Plan, these claims will accrue interest at
12% per annum and thereafter, holders will receive equal monthly
principal and interest payments up to no later than five years
after July 3, 2006.  Class 2A Claims may be prepaid without
penalty at any time and if the Property is sold for an amount that
is greater than the administrative claims and all other secured
claims with higher lien priority, the Class 2A Claims will have
the excess pro rata.

On or before the effective date of the Plan, the Debtor, following
confirmation of its Plan, will execute and deliver a "Compass
Reorganization Note" to Compass Bank.  The principal amount of the
Compass Reorganization Note will be equal to the total amount owed
to Compass Bank as of July 3, 2006, plus all accrued and unpaid
postpetition interest, and all reasonable postpetition attorneys'
fees, costs of collection, and other amounts owed under the loan
documents and applicable law, without discount, through the date
of the Compass Reorganization Note.

The Compass Reorganization Note will be secured by valid, properly
perfected liens in the Reorganized Debtor's assets to the same
extent and priority as the Compass Bank debt had prior to the
confirmation date.  Interest will accrue on the Compass
Reorganization Note at the fixed rate of 7.83% per annum.

The Debtor's obligations to PlainsCapital Bank will be satisfied
through a Nov. 14, 2006 term sheet agreement signed by the Debtor,
PlainsCapital, and David Hoff -- the Debtor's president who is
expected to manage the company after confirmation of the Debtor's
Plan.  The Term Sheet Agreement requires, among others, at least
$550,000, but not more than $600,000, escrow account deposit to be
used solely for tenant improvements.  The Debtor may grant Compass
Bank a lien in that escrow account to secure amounts owed to
Compass.

Holders Class 2F Secured Claims will receive a lien on the
property in the order of priority as such lien existed on July 3,
2006.   The Class 2F Claim will accrue interest at 9% per annum.
For 12 months after confirmation of the Plan, the interest accrued
on the Class 2F Claim will be added to the claim amount.

Beginning the 13th month after the confirmation date, the Class 2F
Claimant will receive principal and interest payments based upon
an amortization schedule of 25 years and a maturity date that is
6 years from the confirmation date.

Holders of Class 2G Secured Claims will receive a lien on the
Property in the order of priority as such lien existed on July 3,
2006.  The Claim will accrue interest at the rate of 9% and will
be paid in full 18 months after the confirmation date unless the
Court determines that there is sufficient value in the property.

Class 3 General Unsecured Claims are entitled to pro rata share of
$50,000, which will be paid from equity infusion.  If the property
is sold for an amount that is greater than the Administrative
Claims, Class 1 and Classes 2A-2G Claims, the holders of Class 3
Claims will share the excess pro rata.

Moreover, if causes of actions result in the collection of cash,
the Class 3 Clams will share the proceeds pro rata subject only to
the costs of litigation.

Class 4 Insider Claims will receive nothing under the Plan, and
all outstanding equity interest in any of the Debtor will be
deemed cancelled and extinguished on the effective date of the
Plan.

Headquartered Dallas, Texas, IMC Investment Properties, Inc.,
filed for chapter 11 protection on July 3, 2006 (Bankr. N.D. Tex.
Case No. 06-32754).  Edwin Paul Keiffer, Esq., at Hance
Scarborough Wright Ginsberg and Brusilow, LLP, and Keith Miles
Aurzada, Esq., at Powell Goldstein LLP, represent the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


IMPSAT FIBER: Posts $17.5 Million Net Loss in 2006 Third Quarter
----------------------------------------------------------------
IMPSAT Fiber Networks Inc. reported a $17.5 million net loss for
the three months ended Sept. 30, 2006, compared to a net loss of
$5.1 million during the third quarter of 2005.

For the third quarter of 2006, net revenues totaled $71.1 million,
an increase of $5.7 million, or 8.7% compared to the third quarter
of 2005.

Commenting on the results of the third quarter of 2006, IMPSAT CEO
Ricardo Verdaguer stated, "I am proud to announce that during the
third quarter of 2006 we continued to improve our revenue
performance, making it our eleventh consecutive quarter of revenue
growth.  Such accomplishments are directly related to our
strategic focus in IP and value added services.  A couple of weeks
ago, we announced Global Crossing's proposal to acquire IMPSAT,
which demonstrates the value that we have created within the
telecommunications industry in Latin America.  Meanwhile, we
continued expanding our Brazilian operations, where revenues and
EBITDA grew by 29.9% and 42.5%, respectively."

                              Revenues

All product lines experienced increased revenues period-over-
period.

Broadband and Satellite revenues increased $1.3 million, or 2.9%,
period-over-period, driven by growth of IP solutions in Brazil and
Peru.

Internet revenues increased 16.0% period-over-period due to higher
managed security services and the expansion of internet access to
corporate customers.  Subsidiaries in Brazil, Colombia, and
Venezuela realized the highest growth for the quarter.

Value Added Services revenues increased by 47.0% as compared to
the third quarter of 2005.  Growth was led by housing, hosting,
and managed services in our data centers, particularly in Brazil,
Colombia and Chile.

Telephony revenues grew by 5.3% compared to the third quarter of
2005, driven by higher sales to corporate customers in Peru and
Brazil.

For the nine months ended Sept. 30, 2006, net revenues totaled
$209.1 million, an increase of $22.3 million, or 12.0% compared to
the same period in 2005.  All product lines benefited from cross-
selling and up-selling, as well as an increased customer base and
improved macroeconomic conditions throughout Latin America.

                         Operating Expenses

Operating Expenses for the three months ended Sept. 30, 2006
totaled $74.1 million, an increase of $9.5 million, or 14.7%
compared to the third quarter of 2005.  This increase is related
to a $2.1 million increase in direct costs, a $4.7 million
increase in salaries and wages, a $500,000 increase in selling,
general and administrative expenses, and a $2.2 million increase
in depreciation and amortization charges.

Direct Costs for the third quarter of 2006 totaled $34.8 million,
an increase of $2.1 million, or 6.3% compared to the third quarter
of 2005.

Salaries and Wages for the third quarter of 2006 totaled $16.8
million, a $4.7 million increase as compared to the third quarter
of 2005.  The increase is driven by charges related to the
management incentive plan approved in December 2005, the effect of
currency revaluation in Brazil, and salary adjustments related to
higher cost of living in most of our subsidiaries.  The
charges related to the management incentive plan accounted for
$3.8 million and are triggered by Global Crossing's acquisition
proposal.

Selling, General and Administrative expenses totaled $6.3 million
for the third quarter of 2006, an increase of 9.3% compared to the
$5.8 million of the third quarter of 2005.  This increase is
primarily related to higher legal advisory fees.

                               EBITDA

EBITDA for the three months ended Sept. 30, 2006, totaled $13.2
million, compared to $14.8 million in the third quarter of 2005.
The $1.6 million, or 11.0%, decrease in EBITDA was driven by
higher salaries and wages, which include a charge of $3.8 million
related to the management incentive plan approved on December
2005.

For the first three quarters of 2006 EBITDA totaled $44.9 million,
compared to $37.1 million during the same period of 2005.

                          Interest Expense

Net interest expense for the three months ended Sept. 30, 2006,
totaled $7.1 million, which is in line with net interest expense
reported in the same quarter of 2005.

             Effect of Foreign Exchange Losses and Gains

IMPSAT recorded a net loss on foreign exchange for the third
quarter of 2006 of $2.6 million, principally due to the impact of
the appreciation of the Brazilian Real on the book value of
monetary assets and liabilities in Brazil.  This compares to a net
gain on foreign exchange of $4.3 million for the same period of
2005.

                  Liquidity and Capital Resources

Cash and cash equivalents at Sept. 30, 2006, were $18.7 million.
This compares to cash and cash equivalents of $24.1 million at
Dec. 31, 2005.  Total indebtedness as of Sept. 30, 2006, was
$240.9 million compared to $248.1 million at Dec. 31, 2005.

Of the total indebtedness at Sept. 30, 2006, $34.6 million
represented short-term debt and the current portion of long-term
debt, with the balance of $206.3 million representing long-term
debt.

                        Proposed Acquisition

On Oct. 26, 2006, IMPSAT announced that it entered into a
definitive agreement to be acquired by Global Crossing Limited
(NASDAQ: GLBC).  The acquisition has been unanimously approved by
IMPSAT's Board of Directors.  Shareholders representing
approximately 28% of the common stock of IMPSAT have signed
support agreements in favor of the transaction.  The all cash
transaction values IMPSAT's equity at approximately $95 million,
while Global Crossing will assume, refinance and/or repay
approximately $241 million of IMPSAT's debt.

In connection with the proposed acquisition, IMPSAT announced on
Nov. 2, 2006, that it is soliciting consents from the holders of
its Series A 6% Senior Guaranteed Convertible Notes due in 2011
and its Series B 6% Senior Guaranteed Convertible Notes also due
in 2011.

                        Going Concern Doubt

In its audit report on the consolidated financial statements for
year ended Dec. 31, 2005, auditors working for Deloitte & Touche
LLP noted that IMPSAT Fiber Networks, Inc.'s current liquidity
position, high debt obligations, and negative operating results
raise substantial doubt as to its ability to continue as a going
concern.

                    About IMPSAT Fiber Networks

IMPSAT Fiber Networks Inc. -- http://www.impsat.com/-- provides
private telecommunications networks and Internet services in Latin
America.  The company owns and operates 15 metropolitan area
networks in some of the largest cities in Latin America and has 15
facilities to provide hosting services, providing services to more
than 4,500 national and multinational clients.  IMPSAT has
operations in Argentina, Colombia, Brazil, Venezuela, Ecuador,
Chile, Peru and the United States.


INDYMAC HOME: Fitch Rates $16 Mil. Class M-11 Certificates at BB
----------------------------------------------------------------
Fitch rates IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
series INABS 2006-E, as:

   -- $1,010,100,000 classes 1-A1 through 1-A2, 2A-1 through 2A-4
      'AAA';
   -- $53,300,000 class M-1 'AA+';
   -- $47,450,000 class M-2 'AA';
   -- $27,300,000 class M-3 'AA-';
   -- $24,700,000 class M-4 'A+';
   -- $24,050,000 class M-5 'A';
   -- $14,300,000 class M-6 'A-';
   -- $16,250,000 class M-7 'BBB+';
   -- $9,100,000 class M-8 'BBB';
   -- $15,600,000 class M-9 'BBB-';
   -- $18,200,000 class M-10 'BB+'; and,
   -- $16,250,000 non-offered class M-11 'BB'.

The 'AAA' rating on the senior certificates reflects the 22.3%
total credit enhancement provided by the 4.10% class M-1, 3.65%
class M-2, 2.1% class M-3, 1.9% class M-4, 1.85% class M-5, 1.1%
class M-6, 1.25% class M-7, 0.7% class M-8, 1.2% class M-9, 1.4%
class M-10, 1.25% non-offered class M-11, and 1.8% initial
overcollateralization.  All certificates have the benefit of
monthly excess cash flow to absorb losses.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
IndyMac Bank, F.S.B. as a servicer and Deutsche Bank National
Trust Company as a trustee.

The certificates are supported by two groups of mortgage loans.
The aggregate mortgage pool consists of first and second lien
fixed-rate and adjustable-rate mortgage loans with a closing date
pool balance of approximately $1.1 billion. On the closing date,
the depositor will deposit approximately $200 million into a pre-
funding account.  The amount in this account will be used to
purchase subsequent mortgage loans after the closing date and on
or prior to Jan. 31, 2007.

IndyMac MBS, Inc., the depositor, purchased the mortgage loans
from IndyMac Bank, F.S.B., the mortgage loan seller, and caused
the mortgage loans to be assigned to the trustee for the benefit
of holders of the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


INERGY LP: Reduced Financial Leverage Cues Moody's Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service changed Inergy, L.P.'s ratings:

   -- outlook to stable from negative.

Affirmed:

   -- the company's Ba3 corporate family;
   -- Ba3 probability of default rating;
   -- the B1 and LGD4, 66% ratings on the senior unsecured
      notes; and,
   -- its SGL-3 speculative grade liquidity ratings.

Moody's does not rate the company's $425 million senior secured
revolving credit facilities or the company's general partner
Inergy Holdings L.P.

The ratings outlook change is supported by the company's reduction
in financial leverage that was achieved through a combination of a
common equity offering that was used to repay revolver borrowings
and the company's growth of earnings and cash flows driven largely
by its leveraged acquisitions over the past year.

These events brought the company's leverage to approximately 4x at
the end of Sept. 30, 2006, which is within the 3.5x to 4.25x range
established by Moody's in 2005 as appropriate for the stable
outlook, and in-line with Ba3 rated MLP companies.

"We expect leverage to remain at these levels even as the company
completes several organic growth projects within its midstream
operations.  However, for the ratings to have more positive
momentum, the company would need to successfully execute and
integrate its growth projects and future acquisitions, while
maintaining leverage within the 3.5x range," stated Moody's Vice
President - Senior Analyst, Kenneth Austin.

The Ba3 corporate family rating is supported by the company's
scale based on asset size, which is in-line with other Ba3 rated
MLP propane peers, though a bit on the lower-end.

However, with expansion projects at the Stagecoach facility, West
Coast LPG facility, and possibly at the recently acquired Bath
Storage facility, NRGY's pro-forma scale is expected to be on the
higher end of the Ba3 MLP Propane ratings universe.  The company's
expansion into the midstream sector provides durable fee-based
recurring earnings to offset the seasonal cash flows from propane
operations, providing NRGY greater diversification than some of
its similarly rated peers.  The company's average profitability
and returns, leverage, and expected cash flow coverage of
interest, cash distributions, and capital spending are also in
line with the other Ba rated propane companies.  The affirmation
of NRGY's SGL-3 rating reflects Moody's expectation of adequate
liquidity over the next four quarters.

The ratings or outlook could be positively impacted by greater
scale, regional, and cash flow diversification while maintaining
leverage as measured by fully-adjusted Debt / EBITDA within the
3.5x -- 4.25x levels.

Successful execution and integration of the company's organic
growth projects at levels the company has indicated both from a
funding as well as an operating perspective, specifically Phase II
at the Stagecoach facility, would also be credit accretive as long
as leverage remains within the parameters listed above.

While the company's continued expansion into the more durable fee-
based midstream business is a credit positive, taking on more
margin based processing side of the midstream business would be
viewed as less supportive.  In addition, a sustained reduction in
leverage to within the 3.5x range would create upward pressure on
the ratings or outlook.

The outlook may face downward pressure if the company cannot meet
its guidance on successful on-time and on-budget completion of the
Stagecoach Phase II project which if not met, would result in the
delaying of the associated cashflows of the project and possibly
push leverage higher than expected.

Also, the outlook and ratings could face negative pressure:

   -- if the company fails to consistently keep leverage below
      the 4.25x level even if Phase II is completed as expected;

   -- if funds from operations does not appear to be covering
      maintenance capex, interest, and distributions in excess of
      100%; or,

   -- a shift in management strategy away from the durable
      contract storage business to more speculative marketing
      activities.

NRGY, headquartered in Kansas City, Missouri, is a publicly traded
master limited partnership that owns and operates one of the
largest geographically diverse retail and wholesale propane
supply, marketing, and distribution businesses in the United
States.  Additionally, NRGY owns and operates a natural gas
storage facility located approximately 150 miles northwest of New
York City and a natural gas liquids business located near
Bakersfield, California.


INTERPUBLIC GROUP: Fitch Rates $250-Million Senior Notes at B
-------------------------------------------------------------
Fitch Ratings assigned a rating of 'B/RR4' to Interpublic Group's
$250 million floating rate senior unsecured notes due 2010.  The
new notes rank pari passu with other senior unsecured indebtedness
of the company.

The Outlook remains Negative.

IPG's ratings are:

-- Issuer default rating 'B';

-- Enhanced liquidity facility notes 'B/RR4';

-- Senior unsecured notes 'B/RR4';

-- Cumulative convertible perpetual preferred stock 'CCC/RR6';
   and,

-- Mandatory convertible preferred stock 'CCC/RR6'.

The company reported Dec. 8th that it received tenders and
acceptance for exchange of its entire old floating rate notes due
2008 in exchange for new floating rate notes due 2010.  The notes
will bear interest at 200 basis points over three-month LIBOR
compared with 325 bps on the old notes.

The company offered eligible holders $41.25 per $1,000 principal
amount of old notes to tender.  By extending the maturity on these
notes, the company has continued to bolster its financial
flexibility.  Since the company restated its financials in Sept.
2005, it has issued $525 million cumulative preferred stock in
Oct. 2005, established its $750 million Enhanced Liquidity
Facility in June 2006, and exchanged $400 million of its
convertible securities last month in a transaction that lowered
the interest rate and extended the first put date to 2012 from
2008.

Fitch views these actions favorably as they improve the company's
financial stability while it attempts its operational turn around.
This turnaround was dealt a minor set back on Thursday when it was
reported that Wal-Mart would re-open a $580 million account that
had been awarded to DraftFCB recently, and that DraftFCB would not
be asked to participate in the new pitch.

While this development has a minimal financial impact it may
reverse the morale boost and positive momentum that the Wal-Mart
win had given the broader company.

However, while yet to be validated in the market in a meaningful
way; Fitch acknowledges the strategic rationale for combining
Draft with FCB and for making the recent changes within the media
division.

The rating and Negative Outlook continue to reflect the
operational and financial risk profile of the company.  The
ratings continue to reflect weak financial performance which has
been driven by ongoing material control weaknesses and operational
challenges.  The company continues to endure integration issues
from its restructuring initiatives has had some major management
changes over the past several years.

Also, while the company has reduced the high profile departures of
major clients in 2006, compared to 2005, Fitch recognizes that the
nature of the advertising agency business could expose the company
to the risk of sustained client losses.  These risks are balanced
somewhat by IPG's position in the industry as a leading global
advertising holding company, its diverse client base, and the
progress it has made recently toward winning new accounts and
driving organic growth within its existing client base.

IPG's liquidity position is supported by approximately
$1.5 billion in cash and equivalents at Sept. 30, 2006.  Net of
$220 million in letters of credit, the company has approximately
$530 million available under its $750 million enhanced liquidity
facility due June 15, 2009.  Fitch incorporates into its analysis
the meaningful working capital deficit resulting from payables and
accrued liabilities in excess of receivables and Fitch expects
that IPG will be free cash flow negative in 2006.

Near-term flexibility is enhanced by the minimal debt maturities
IPG faces in 2007.  IPG's next meaningful maturity is in 2008 when
$400 million convertible notes become putable by the note holders
for cash.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distress scenario.  Fitch has used an
enterprise value analysis for these recovery ratings, given the
limited tangible asset base that exists for companies in the
advertising services industry.  The 'RR4' recovery rating for
IPG's bank facility, ELF notes and senior unsecured notes reflects
Fitch's belief that approximately 30%-50% recovery is realistic,
and the 'RR6' recovery rating for the preferred stock reflects
Fitch's estimate that negligible recovery would be achievable.


ISLES CBO: Fitch Lifts BB- Rating on $116.9MM Class A-2 Notes
-------------------------------------------------------------
Fitch upgrades two classes of notes issued by Isles CBO, Ltd.
Isles CBO Corp.

These rating actions are effective immediately:

   -- $14,953,600 class A-1 senior notes upgraded to 'BBB+' from
      'BB-'; and,

   -- $116,995,530 class A-2 senior notes upgraded to 'BBB+' from
      'BB-'.

Isles CBO is a collateralized bond obligation managed by
RiverSource Investments, LLC which closed Oct. 27, 1998 and is
composed of high yield bonds.  Payments on the rated notes are
made semi-annually in April and October and the reinvestment
period ended in October 2003.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

The upgrades are the result of increased credit enhancement levels
due to the deleveraging of the class A-1 and A-2 senior notes.
According to the Nov. 15, 2006 trustee report the senior par value
test continues to fail at 123.4% versus a trigger of 128.5% and
therefore continues to divert both principal proceeds and interest
proceeds towards the pro rata redemption of the class A notes.

As a result, approximately 35.6% of the original class A note
balance has been paid down since Fitch's last review in July 2004
and a total of 50.2% of the original class A balance has been
redeemed since the CBO closed.  Additionally, the collateral
quality has improved with the 'CCC' rated asset bucket decreasing
to 14.6% from 26.5% since Fitch's last review.

The ratings of the class A notes address the likelihood that
investors will receive timely payments of interest, as per the
governing documents, as well as the aggregate principal amount by
the October 2010 maturity date.  The ratings are based on the
quality and mixture of portfolio assets, structural features,
collateral coverage and credit enhancement through subordination.

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


JOHNSON STANDLEY: Case Summary & 60 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Johnson Standley Corporation
             dba Colortyme
             500 East Main Street
             Branford, CT 06405

Bankruptcy Case No.: 06-32191

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Johnson Standley of New Jersey, Inc.       06-32193
      JSM Corporation                            06-32194

Type of Business: The Debtor is a ColorTyme franchisee.

Chapter 11 Petition Date: December 8, 2006

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtors' Counsel: James Berman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234

                           Estimated Assets    Estimated Debts
                           ----------------    ---------------
Johnson Standley           $1 Million to       $1 Million to
  Corporation              $100 Million        $100 Million

Johnson Standley of        $1 Million to       $1 Million to
  New Jersey, Inc.         $100 Million        $100 Million

JSM Corporation            $1 Million to       $100,000 to
                           $100 Million        $1 Million

A. Johnson Standley Corporation's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ColorTyme, Inc.                                         $239,524
Attn: President, General
Partner or Managing Member
5700 Tennyson Parkway
Suite 180
Plano, TX 75024

Lee Ryder                                                $44,601
33 East Main Street
Ware, MA 01082

Advanta Business              Credit card debt           $37,723

Amax-Corp. Card               Credit card debt           $28,556

Plat Plus                     Credit card debt           $20,350

Kin Properties                                           $17,554

City of Bridgeport                                       $15,000
Tax Collector

Pearson ADAP Dev.                                        $12,066

Sovereign Bank                                           $12,000

Optima                        Credit card debt           $10,008

Commercial Realty                                         $8,196

945 Maple Avenue LLC                                      $8,000

City of Waterbury                                         $7,500
Tax Collector

Remo Tartaglia Assoc.                                     $7,490

Berkshire Service                                         $7,071

Club-Sept. 06                                             $7,033

Cigna Health Ins.                                         $6,964

Value Mall                                                $6,611

RAC-August 06                                             $6,277

CBIA-Nov. 06                                              $5,929


B. Johnson Standley of New Jersey, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   ColorTyme, Inc.                                      $338,087
   Attn: President, General Partner or
   Managing Member
   5700 Tennyson Parkway
   Plano, TX 75024

   Dy Lee                                                $17,918
   38 Aldgate Drive
   Manhasset, NY 11030

   Sovereign Bank                                        $12,000
   Attn: Shirley Malone
   471 East Main Street
   Branford, CT 06405

   National Realty                                        $7,872

   170 Market Street Realty                               $6,666

   Central File                                           $6,173

   Club-Sept. 06                                          $6,112

   RAC - Sept. 06                                         $5,356

   DAS Group                                              $3,736

   El Especialito                                         $2,100

   High Touch-LIC                                         $1,735

   GE Fleet - Nov. 06                                     $1,499

   ADP                                                    $1,300

   De Faria Brothers                                      $1,170

   Granite - Sept. 06                                     $1,088

   PSE & G - Eliz                                         $1,063

   AT&T-LTD                                                 $935

   PSE & G - JC                                             $892

   PSE & G - Pat                                            $891

   WB Mason                                                 $731


C. JSM Corporation's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   ColorTyme, Inc.                                      $119,871
   Attn: President, General Partner or
   Managing Member
   5700 Tennyson Parkway
   Plano, TX 75024

   Sovereign Bank                                        $12,000
   Attn: Shirley Malone
   471 East Main Street
   Branford, CT 06405

   Juster Associates                                      $8,638
   Attn: President, General Partner or
   Managing Member
   303 South Broadway
   Tarrytown, NY 10591

   Club-Sept. 06                                          $3,243

   KIMCO Realty                                           $3,000

   Juster Associates - Taxes                              $2,912

   DAS Group                                              $2,766

   RAC - August 06                                        $1,955

   Central File                                           $1,688

   Cigna Health Ins.                                      $1,393

   CBIA - Cobra                                           $1,109

   ADP                                                      $909

   GE Fleet - Nov. 06                                       $880

   WB Mason                                                 $780

   Market Place Pub                                         $649

   High Touch-LIC                                           $509

   Central Hudson                                           $472

   Granite - Sept. 06                                       $386

   Times Record Herald                                      $373

   ADT Security                                             $323


LAND O'LAKES: Posts $16.7 Million Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Land O'Lakes Inc. reported $1.6 billion in sales and a net loss of
$16.7 million for the third quarter ended Sept. 30, 2006, compared
to $1.7 billion in sales and net earnings of $80.4 million in
2005.

Net earnings for 2005 included an $87.5-million third-quarter
pretax gain (net of related expenses) on the sale of the company's
interest in CF Industries, Inc.  Third-quarter 2006 results
include a $15-million non-cash impairment charge against the
company's holdings in MoArk LLC.

Year to date, sales are $5.3 billion with net earnings of $44.2
million, compared to sales of $5.6 billion and net earnings of
$130.6 million in the first nine months of 2005.  Again, year-to-
date 2005 earnings include the $87.5-million pretax gain on the CF
Industries sale.

Total EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) was $9.7 million for the quarter and $154.7 million
year to date, as compared to $124.3 million and $270.4 million for
the same periods one year ago.  Like net earnings, 2005 Total
EBITDA includes last year's $87.5-million third-quarter pretax
gain on the CF Industries sale.

The company also reports Normalized EBITDA (which excludes the
effects of unrealized hedging, significant asset sales or
impairments, legal settlements, debt extinguishment costs and
other special items).  Normalized EBITDA for the quarter was $26.9
million, compared to $36.6 million for the third quarter of 2005.
Year-to-date Normalized EBITDA was $153.4 million, versus $176.8
million for the first three quarters of 2005.

Company officials indicated the third quarter saw positive
momentum and improved earnings in its two largest businesses,
Dairy Foods and Feed.  They also reported that year-to-date
results reflect continued solid performance in Dairy Foods Value
Added, Lifestyle Feed and Seed, driven primarily by its branded
and proprietary businesses and product lines-offset by challenges
in its Dairy Foods Industrial, Livestock Feed and Layers/Eggs
businesses.  Pretax earnings in the Agronomy segment, after
factoring out the CF Industries gain, are basically flat versus
one year ago.

                           Balance Sheet

Total balance sheet debt, including capital leases, was $770
million at the end of the quarter, a $109-million improvement over
Sept. 30, 2005.

The company improved its Long-Term Debt-to-Capital ratio, which is
at 40.5% as of Sept. 30, 2006, versus 46.6% Sept. 30, 2005.  The
company maintained strong liquidity, ending the quarter with a
combination of cash-on-hand and unused borrowing authority of
approximately $340 million.

Land O'Lakes Inc. -- http://www.landolakesinc.com/-- is a
national farmer-owned food and agricultural cooperative, marketing
dairy-based consumer, foodservice and food ingredient products.
Land O' Lakes does business in all 50 states, as well as more than
50 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 18, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Land O'Lakes Inc. to 'BB-' from 'B+'.  The rating
outlook is stable.


LEHMAN XS: Moody's Rates Class M10 Certificates at Ba2
------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Lehman XS Trust, Series 2006-18N and a
ratings ranging from Aaa to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Countrywide Home Loans, Inc.,
Residential Funding Company, LLC, and IndyMac Bank, F.S.B.
originated, adjustable-rate, alt-a mortgage loans acquired by
Lehman Brothers Holdings Inc.  The ratings are based primarily on
the credit quality of the loans and on protection against credit
losses by subordination, excess spread, and overcollateralization.
Moody's expects collateral losses to range from 0.95% to 1.15%.

Countrywide Home Loans Servicing, Residential Funding Company,
LLC, IndyMac Bank, F.S.B., and GMAC Mortgage, LLC will service the
mortgage loans and Aurora Loan Services LLC will act as master
servicer to the mortgage loans. Moody's has assigned IndyMac its
servicer quality rating of SQ2 as a servicer of prime mortgage
loans.

Moody's has assigned Aurora its servicer quality rating of SQ1- as
a master servicer of mortgage loans.

These are the rating actions:

   * Lehman XS Trust, Series 2006-18N

   * Mortgage Pass-Through Certificates, Series 2006-18N

                     Class A1A, Assigned Aaa
                     Class A1B, Assigned Aaa
                     Class A2A, Assigned Aaa
                     Class A3, Assigned Aaa
                     Class A4, Assigned Aaa
                     Class A5A, Assigned Aaa
                     Class AX, Assigned Aaa
                     Class M1, Assigned Aaa
                     Class M2, Assigned Aa1
                     Class M3, Assigned Aa1
                     Class M4, Assigned Aa2
                     Class M5, Assigned Aa3
                     Class M6, Assigned A1
                     Class M7, Assigned A2
                     Class M8, Assigned A3
                     Class M9, Assigned Baa1
                     Class M10,Assigned Ba2

The Class M10 Certificates were sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.


LEXINGTON LTD: Fitch Holds BB+ Rating on $4-Mil. Class E Notes
--------------------------------------------------------------
Fitch affirms eight classes of notes issued by Lexington, Ltd.

These affirmations are the result of Fitch's review process and
are effective immediately:

   -- $199,047,736 class A-1ANV notes at 'AAA';
   -- $134,525,378 class A-1AV notes at 'AAA';
   -- $249,121 class A-1B notes at 'AAA';
   -- $71,746,868 class A-2 notes at 'AAA';
   -- $43,845,308 class B notes at 'AA';
   -- $9,964,843 class C notes at 'A';
   -- $18,933,201 class D notes at 'BBB'; and,
   -- $4,982,421 class E Notes at 'BB+'.

Lexington is a collateralized debt obligation that closed
Oct. 25, 2005 and is managed by Maxim Advisory LLC.  Lexington is
composed primarily of mezzanine RMBS, and is a static transaction
with a three year substitution period.

Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

The affirmations are the result of the stable performance of the
underlying collateral since close.  Based on the Nov. 6, 2006
trustee report, all coverage tests, weighted average rating
factor, weighted average spread, and weighted average coupon are
passing.

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


LIBERTY TAX III: Sept. 30 Balance Sheet Upside-Down by $103 Mil.
----------------------------------------------------------------
Liberty Tax Credit Plus III L.P. filed its financial statements
for the three months ended Sept. 30, 2006, with the Securities and
Exchange Commission.

At Sept. 30, 2006, Liberty Tax reported total partners' deficit of
$103,781,974, compared to a partners' deficit of $103,076,585, at
March 31, 2006.

For the three months ended Sept. 30, 2006, the partnership
reported a net loss of $3,486,535 on total revenues of $4,536,405,
compared to a net income of $859,806 on total revenues of
$4,658,036 at Sept. 30, 2005.

The partnership has invested all of the net proceeds of its
original offering in 62 Local Partnerships. Approximately $58,000
of the purchase price remains to be paid (all of which is being
held in escrow).  As of Sept. 30, 2006, the Partnership sold its
limited   partnership interest in fourteen Local Partnerships, the
property and the related assets and liabilities of seven Local
Partnerships, two properties owned by a Local Partnership and
transferred the deed to the property and the related assets and
liabilities of one Local Partnership.

In addition, the Partnership has entered into agreements for the
sale of four Local Partnerships and the affiliate of a Local
General Partner has the option to buy the remaining limited
partnership interest in one Local Partnership.  Subsequently, on
Oct. 11, 2006, the Partnership entered into a purchase and sale
agreement for the sale of one additional Local Partnership and on
Oct. 25, 2006, the property and the related assets and liabilities
of another Local Partnership were sold.

A full-text copy of the regulatory filing is available for free
at: http://ResearchArchives.com/t/s?16b2

Headquartered in New York City, Liberty Tax Credit Plus III L.P.
is a limited partnership, which was formed under the laws of the
State of Delaware on Nov. 17, 1988.  Liberty Tax Credit's general
partners are Related Credit Properties III L.P., a Delaware
limited partnership, and Liberty GP III Inc., a Delaware
corporation.

Liberty Tax Credit was formed to invest, as a limited partner, in
other limited partnerships each of which owns one or more
leveraged low-income multifamily residential complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, and some of which may also be eligible for the
historic rehabilitation tax credit.

Some of the Apartment Complexes benefit from one or more other
forms of  federal  or state  housing assistance.  Liberty Tax
Credit's investment in each Local Partnership represents from 27%
to 98% of the partnership interests in the Local Partnership.
Liberty Tax Credit does not anticipate making any additional
investments.  As of March 31, 2006, Liberty Tax Credit has
disposed of nineteen of its 62 original properties.


MASTR ADJUSTABLE: Moody's Rates Class M-8 Certificates at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by MASTR Adjustable Rate Mortgages Trust 2006-
OA2, and ratings ranging from Aaa to Ba3 to the mezzanine
certificates in the deal.

The securitization is backed by closed end, adjustable-rate Negam
mortgage loans originated by Countrywide Home Loans, Inc., IndyMac
Bank, F.S.B., and other originators, none of which originated more
than 10% of the loans.

The ratings on the MASTR Adjustable Rate Mortgages Trust 2006-OA2
are based primarily on the protection against losses from
subordination, excess spread, overcollateralization, and a cap
agreement. Class 1-A-3, Class 2-A-3 and Class 4-A-2 will also
receive an additional credit enhancement from a financial guaranty
insurance policy issued by Financial Security Assurance Inc, whose
insurance financial strength is rated Aaa.

Moody's expects collateral losses to range from 1.05% to 1.25%.

Countrywide Home Loans Servicing LP, IndyMac Bank, F.S.B. and
certain other servicers will service the loans, and Wells Fargo
Bank, N.A. will act as master servicer.

Moody's has assigned IndyMac Bank, F.S.B. its servicer quality
rating of SQ2 as a primary servicer of prime first lien loans.

These are the rating actions:

   * Issuer: MASTR Adjustable Rate Mortgages Trust 2006-OA2

   * Mortgage Pass-Through Certificates, Series 2006-OA2

                    Class 1-A-1, Assigned Aaa
                    Class 1-A-2, Assigned Aaa
                    Class 1-A-3, Assigned Aaa
                    Class X-1, Assigned Aaa
                    Class XW,  Assigned Aaa
                    Class 2-A-1, Assigned Aaa
                    Class 2-A-2, Assigned Aaa
                    Class 2-A-3, Assigned Aaa
                    Class X-2,   Assigned Aaa
                    Class 3-A-1, Assigned Aaa
                    Class 3-A-2, Assigned Aaa
                    Class 4-A-1A,Assigned Aaa
                    Class 4-A-1B,Assigned Aaa
                    Class 4-A-2, Assigned Aaa
                    Class M-1, Assigned Aaa
                    Class M-2, Assigned Aa1
                    Class M-3, Assigned Aa1
                    Class M-4, Assigned Aa3
                    Class M-5, Assigned A2
                    Class M-6, Assigned Baa1
                    Class M-7, Assigned Baa3
                    Class M-8, Assigned Ba3


METROPOLITAN MORTGAGE: Fitch Holds Junk Ratings on Various Debts
----------------------------------------------------------------
Fitch Ratings has taken various rating actions on Metropolitan
Mortgage & Securities Co., Inc.'s issues:

Series 1997-B:

   -- Classes A1D and A2 affirmed at 'AAA';
   -- Class B1 affirmed at 'AAA';
   -- Class B2 affirmed at 'AAA'; and,
   -- Class B3 affirmed at 'AAA'.

Series 1998-A

   -- Class X affirmed at 'AAA';
   -- Class M2 affirmed at 'AAA'; and,
   -- Class B1 upgraded to 'AA-' from 'A'.

Series 1998-B

   --Class X affirmed at 'AAA';

   --Class M-2 affirmed at 'AA';

   --Class B-1 remains at 'CCC'/DR rating downgraded to 'DR2'
     from 'DR1'; and,

   --Class B-2 remains at 'C'/DR rating is downgraded to 'DR6'
     from 'DR2'.

Series 1999-A

   -- Class X affirmed at 'AAA';

   -- Class M-2 upgraded to 'AA' from 'AA-';

   -- Class B-1 downgraded to 'CCC' from 'B'/Assigned DR rating
      of 'DR2';

   -- Class B-2 remains at 'C/DR6'.

Series 1999-B

   -- Class M1 affirmed at 'AAA';
   -- Class M2 upgraded to 'AAA' from 'AA+';
   -- Class B1 upgraded to 'AA-' from 'A'.

Series 1999-C

   -- Class B1 affirmed at 'AAA';
   -- Class B2 upgraded to 'AA+' from 'AA';
   -- Class B3 upgraded to 'A+' from 'A'.

Series 1999-D

   -- Class M2 upgraded to 'AAA' from 'AA+';
   -- Class B1 upgraded to 'AA' from 'AA-';
   -- Class B2 affirmed at 'BB+'.

Series 2000-A

   -- Classes A-4, A-IO affirmed at 'AAA';
   -- Class M-1 affirmed at 'A';
   -- Class M-2 remains at 'CC/DR3'.

Series 2000-B

   -- Class M-1 affirmed at 'AAA'.
   -- Class M-2 affirmed at 'BBB'.
   -- Class B-1 remains at 'CC/DR2'.

The collateral for the above transactions consists primarily of
fixed- and adjustable-rate mortgage loans secured by first liens
on residential properties or commercial real estate such as
retail, professional, mobile home parks, industrial, mixed-use,
restaurant, and tavern properties.  At origination, the commercial
loans represented approximately 5%-15% of the collateral from the
above trusts.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$57.9 million of outstanding certificates.  The upgrades reflect
an improvement in the relationship of CE to future loss
expectations and affect approximately $36.77 million in
outstanding certificates.  The downgrades reflect deterioration in
the relationship of CE to future loss expectations and affect
approximately $3.5 million of outstanding certificates.

The above transactions, with the exception of series 1997-B, have
failed their cumulative loss triggers, which has prevented the
trusts from paying principal to the subordinate bonds.  This
feature has allowed CE to build on a percentage basis which has
benefited the senior and mezzanine bonds and led to upgrades for
many of the classes.  However, the subordinate bonds of series
1998-B, 1999-A, 2000-A, and 2000-B have suffered from the high
losses as the overcollateralization deteriorated and losses were
applied to these bonds.  The most subordinate Fitch-rated classes
of series 1998-A, 1999-B, and 1999-C were protected from the OC
depletion because of a not rated class that has absorbed losses to
the trust.

The majority of the mortgage loans were originated or acquired by
Metropolitan Mortgage & Securities Co. Metropolitan filed for
Chapter 11 bankruptcy in February 2004.  Ocwen Financial Corp.,
with a Fitch servicer rating of 'RPS2', acquired the servicing
rights of the above transactions in April 2001 except for series
2000-A, which Ocwen is the sub-servicer, and the master servicer
is Metwest Mortgage Services, Inc., a wholly owned subsidiary of
Metropolitan.


MULTI-FAMILY: Fitch Holds Rating on $3.6 Mil. Class D Bonds at BB
-----------------------------------------------------------------
Fitch Ratings affirms Multifamily Capital Access One, Inc.'s
multifamily mortgage bonds, series 1, as:

   -- $43 million class A at 'AAA';
   -- $82,908 class I at 'AAA';
   -- $262,754 class P at 'AAA';
   -- $1.1 million class B at 'AA';
   -- $2 million class C at 'BBB'; and,
   -- $3.6 million class D at 'BB';

Fitch does not rate the $4.6 million surplus balance.

The ratings affirmations are the result of increased credit
enhancement levels due to principal paydown, offset by declining
performance and the upcoming expiration of tax credits.

The pool is collateralized by 100% low income housing tax credit
multifamily properties.  The weighted average debt service
coverage for year-end 2005 was 0.97x.  Low DSCRs are not uncommon
for LIHTC properties, and tax credits often act as incentives for
the borrowers to keep the loans current.  However, approximately
39.4% of the loans' tax credits have expired, 7.8% will expire by
the end of 2006, and the remaining 52.8 % will expire by the end
of 2007.

As of the November 2006 distribution date, the pool has paid down
46.5% to $54.7 million from $102.2 million at issuance. Currently,
there are 23 loans in the pool, down from 37 loans at origination.
There are currently no delinquent or specially serviced loans in
the transaction.

The pool benefits from the low leverage of the loans. The average
loan per unit is below $20,000.  The pool also benefits from
overcollateralization in the amount of $4.6 million that serves as
a first loss piece.

Fitch will continue to monitor the tax credit expirations.


MIRANT CORP: Unit Trust Buying 39% Stake in PowerGen
----------------------------------------------------
The Unit Trust Corp. wants to acquire Mirant Corp.'s 39% stake in
PowerGen, the Trinidad & Tobago Express reports.

Amoy Chang Fong, Unit Trust's chairman, disclosed the information
last month during the launching of the company's Energy Fund, the
Express relates.

"We would be interested in that," Ms. Fong was quoted by the
Express as saying.  The chairman added that a strategic investment
team is looking into it.

"We have limitations on the level of the investment that we can
make, in terms of the exposure to any one company and exposure of
the fund size to any one company.

"I'm not sure what the status of the prospective sale is, but 39
will probably fall outside," Unit Trust's chairman said.

Mirant announced early this year its intention to shed its
Caribbean assets to enhance shareholder value.

Headquartered in Atlanta, Georgia, Mirant Corp. (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant's investments in the Caribbean include three
integrated utilities and assets in Jamaica, Grand Bahama, Trinidad
and Tobago and Curacao.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant Corp.
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590), and emerged under the terms of a confirmed Second
Amended Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White &
Case LLP, represented the Debtors in their successful
restructuring.  When the Debtors filed for protection from their
creditors, they listed $20,574,000,000 in assets and
$11,401,000,000 in debts.  The Debtors emerged from bankruptcy on
Jan. 3, 2006.

                        *    *    *

Moody's Investors Service assigned its B2 corporate family rating,
effective July 13, 2006, on Mirant Corp.


MUSICLAND HOLDING: Court Approves Stipulation with the Hayeses
--------------------------------------------------------------
Musicland Holding Corp., its debtor-affiliates and James and Susan
Hayes engaged in settlement negotiations in an effort to resolve
their dispute.  Accordingly, in a stipulation approved by the U.S.
Bankruptcy Court for the Southern District of New York, the
parties agree that:

   (a) the Hayeses will withdraw the Motion to Lift Stay without
       prejudice and without costs to either of the Parties;

   (b) the automatic stay will be lifted solely to allow the
       Hayeses to file and serve a complaint in the Supreme Court
       for Erie County, New York, against the Debtors in respect
       of the Alleged Hayes Claim;

   (c) the automatic stay will remain in effect to prevent the
       Hayeses from prosecuting the Complaint, and with respect
       to all other claimants and matters in the Chapter 11
       cases;

   (d) they waive their rights under Section 362(e) of the
       Bankruptcy Code regarding the automatic stay being
       terminated upon expiration of the 30-day period after
       the filing of the Motion to Lift Stay;

   (e) the Stipulation will not prejudice the Hayeses' ability to
       file a subsequent motion seeking further relief from the
       automatic stay in order to prosecute the Complaint in the
       state court;

   (f) the Debtors will seek the Court's approval of procedures
       for mediation or alternative dispute resolution to resolve
       the Alleged Hayes Claim and similar claims; and

   (g) the Parties reserve all rights with respect to the Motion
       to Lift Stay.

As reported in the Troubled Company Reporter on Oct. 20, 2006, the
Hayeses sought the Court to lift the automatic stay to allow them
to commence:

   (a) negotiations with St. Paul Travelers Insurance with
       regards to the personal injury incident; and

   (b) an action for negligence against the Debtors in the Supreme
       Court, County of Erie.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Panel Can Pursue Actions Vs Turnover Defendants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved a stipulation between Musicland Holding Corp., its
debtor-affiliates, the Official Committee of Unsecured Creditors
and the Informal Committee of Secured Trade Vendors.

The parties stipulate that:

   (a) the Creditors' Committee is deemed to have standing and
       authority, as of Nov. 1, 2006, to investigate, pursue
       and prosecute all actions against the Turnover Defendants,
       including the Debtors' Turnover Action;

   (b) any settlement of the Turnover Action will need consent
       from the Informal Committee and the Responsible Person as
       defined in the Debtors' Plan of Liquidation; and

   (c) the Debtors and the Creditors' Committee agree to mutually
       cooperate and share information and documents, and the
       Debtors agree to reasonably cooperate in making their
       documents available to the Creditors' Committee for its
       review without formal subpoena or discovery demands.

As published in the Troubled Company Reporter on Nov. 10, 2006,
the Creditors' Committee intends to file actions against various
Secured Trade Creditors, including Paramount Pictures, Home Video
Division; Sony Pictures Home Entertainment, Inc.; and Twentieth
Century Fox Home Entertainment LLC, seeking the return of
transfers that they received within 90 days prior to Jan. 12,
2006.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 24; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NAVISTAR INT'L: S&P Keeps Ratings on Negative CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services reported that its 'BB-'
corporate credit ratings on North American heavy-duty and medium-
duty truck producer Navistar International Corp., and Navistar's
subsidiary, Navistar Financial Corp., remain on CreditWatch with
negative implications where they were placed on Jan. 17, 2006.

The company has no rated debt, having repaid virtually all public
debt with a $1.5 billion unrated bank facility.

The CreditWatch update follows Navistar's recent 8-K filing, which
provided an update on its financial condition.  The company
indicated it had nearly $1.2 billion of cash on hand at the end of
its fiscal year and that it will pay down between $200 million to
$400 million of debt by calendar year-end 2006.

"We expect the company to continue to focus on debt reduction over
the intermediate term," said Standard & Poor's credit
Eric Ballantine.

Navistar is in compliance with its various bank agreements
and is expected to remain so.  The company was granted an
additional six-month trading period by the NYSE that expires
Feb. 1, 2007, and which is subject to reassessment during this
time frame.  If the company fails to receive further extensions,
the company could face delisting.

Navistar continues to work with its new independent auditor on
resolving various complex accounting issues leading to
restatements of financial results for the fiscal years 2002
through 2004 and for the first nine months of 2005.  Navistar has
yet to file its 2005 annual report or 2006 quarterly financial
results.  While the restatement process moves forward Standard &
Poor's will continue to monitor the company's current situation
and will continue to evaluate new developments and their impact on
the ratings.

Although Navistar is currently unable to provide audited financial
results, Standard & Poor's believes that the company continues to
benefit from solid demand in the heavy-duty truck market.  U.S.
heavy-duty truck sales are up more than 10% so far in 2006, and
were up more than 20% in 2005.  Sales are expected to soften next
year, but cash generation should remain adequate, and the company
is expected to maintain a significant cash balance.

Standard & Poor's  had previously indicated that it expects
Navistar to maintain a cash balance of well over $500 million even
during downturns.  As of Oct. 31, 2006, the company has indicated
that it has over $1.2 billion in cash.  In the near-term debt
maturities are minimal as the company's bank facility doesn't
mature until 2009.

Standard & Poor's anticipates that the ratings on Navistar will
remain on CreditWatch until the company has filed its 2005 10-K
and is current on all SEC financial reporting requirements.

Once these events occur and if results are not materially
different from previous expectations, Standard & Poor's  would
expect to affirm the ratings.  However, ratings could be lowered
if new accounting issues were to come to light that could
adversely affect Navistar's liquidity or differ from Standard &
Poor's  expectations or financial result deteriorate materially as
a result of the downturn in the heavy-duty truck market.


NOVINT TECHNOLOGIES: Posts $1MM Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Novint Technologies Inc. reported a net loss $1,060,589 for the
three months ended Sept. 30, 2006, compared to an $802,027 net
loss for the same period in the prior year.  The company
anticipates increasing net loss in the short term until its gaming
technology is successfully marketed.

During the three months ended Sept. 30, 2006, Novint had revenues
of $55,981 as compared to revenues of $66,372 during the three
months ended Sept. 30, 2005, a decrease of approximately 16%.  The
decrease primarily results from fewer contract activities during
the three months ended Sept. 30, 2006.

Cost of goods sold, which consists of materials purchased for
resale to customers and the direct labor incurred for delivering
on projects, were $37,132 for the three months ended Sept. 30,
2006, compared to $29,898 for the three months ended Sept. 30,
2005.

Novint's average gross profit percentage on contract activity was
approximately 33.7% for the three months ended Sept. 30, 2006,
compared to 55% for the three months ended Sept. 30, 2005.  The
decrease in gross profit percentage resulted due to an unusually
high profit percentage on one fixed price contract in 2005.  This
higher profit percentage was a result of actual costs incurred
being lower than those projected during contract negotiations

The company's balance sheet at Sept. 30, 2006, showed $1,168,531
in total assets, $991,951 in total liabilities and stockholders'
equity of $176,580.

As of Sept. 30, 2006, the company had total current assets of
approximately $1,001,000 and total current liabilities of
approximately $992,000, resulting in a working capital surplus of
$9,000.  Since inception, the Company has incurred net operating
losses and other equity charges, which have resulted in an
accumulated deficit of $10,901,577 at Sept. 30, 2006

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

                      Going Concern Doubt

AJ Robbins, P.C., in Denver, Colorado, expressed substantial doubt
about Novint Technologies, 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 recurring losses and negative cash flows from operations
as well as its working capital and an accumulated deficits at
Dec. 31, 2005.

                   About Novint Technologies

Novint Technologies, Inc. -- http://www.novint.com/-- Novint
develops, markets, and licenses technology that adds high-fidelity
interactive 3D touch to computing.


NOWAUTO INC: Earns $146,871 Fiscal 2007 First Quarter
-----------------------------------------------------
NowAuto Inc. reported $146,871 of net income for the three months
ended Sept. 30, 2006, as compared to $210,716 of net income for
the same period in 2005.  The income reported in the current
quarter is its third consecutive quarterly profit.

During the fiscal 2007 first quarter, NowAuto reported revenue of
$1.7 million.  Revenue for the quarter ended Sept. 30, 2005, was
$4.1 million.

While revenue for the quarter ended Sept. 30, 2006 was
substantially lower than revenue for the same period last year,
earnings per share remained the same due to substantially improved
operating margins.

"Last year required a series of special sales promotions that
while achieving positive results for the quarter ended Sept. 30,
2006, ultimately resulted in significant write-offs and reserve
for losses in the subsequent quarter.  By keeping fixed costs down
and focusing on higher margin sales we can grow, remain
profitable, and introduce complimentary lines of business in
coming years" said CEO Scott Miller.

The company also reported a 22% increase in its current ratio due
primarily to a 37% increase in contract receivables over the June
30, 2006 quarter.

At Sept. 30, 2006, the company's balance sheet showed $6.8 million
in total assets, $4.2 Million in total liabilities and
stockholder's equity of $2.6 million.

A full-text copy of the company's fiscal 2007 first quarter report
is available for free at http://researcharchives.com/t/s?16c4

                     New Business Lines

NowAuto further disclosed that it will be launching its auto
rental business in the Phoenix and Tucson markets beginning
Jan. 1, 2007.  Rather than tourist or travel related rental
business, the Company's auto rental business will focus on the
insurance and auto repair markets.

In addition, through an affiliation with an established auto
insurance brokerage firm, NowAuto will introduce its own auto
insurance brokerage services through all of its stores in Arizona.
The Company expects regulatory and licensing approval to be
completed in February 2007 with a target launch date of
March 1, 2007.

NowAuto also plans to open its fifth buy-here-pay-here store,
fourth in the Greater Phoenix area, by the end of March 2007.

"We believe these new lines of business are complimentary to our
focus on the credit-challenged and under-banked markets" said
Mr. Miller.  "Capital expenditures have been completed and we are
excited to add these new revenue sources to our operations."

"We have continued our focus on improving operating and fiscal
discipline" said CFO Faith Forbis.  "The mission is to keep
improving our margins as we expand our buy-here-pay-here business
and introduce complimentary revenue streams."

"We have studied the Phoenix market thoroughly" said COO Theodore
Valenzuela.  "We believe the Phoenix market can support up to
eight NowAuto buy-here-pay-here locations.  In addition to auto
rental and insurance brokerage, we are investigating other,
equally complimentary business opportunities, to increase revenue
and profitability.  Our plan is to expand prudently and profitably
over the coming years."

                     Going Concern Doubt

Moore & Associates Chartered expressed substantial doubt about
NowAuto's ability to continue as a going concern after auditing
the company's financial statements for the fiscal years ended June
30, 2006 and 2005.  The auditing firm pointed to the company's
recurring losses.

                         About NowAuto

NowAuto Group, Inc. operates four buy-here-pay-here used vehicle
dealerships in Arizona.  The Company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.  Through its subsidiary, NavicomGPS, Inc., the
company markets GPS tracking devices, primarily to independent
used vehicle dealerships.


OVERWATCH SYSTEMS: Repayment Prompts Moody's Ratings Withdrawal
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
AIS Acquisition Corporation.

AIS and co-borrower Overwatch Systems of Virginia, Inc. are the
debt-issuing subsidiaries of Overwatch System, LLC.

The ratings have been withdrawn due to the repayment of all rated
debt upon the acquisition of the company by Textron Inc.,
completed on Dec. 1, 2006.

These ratings have been withdrawn:

   -- Senior secured revolving credit facility and term loan,
      previously rated B2

   -- Corporate Family Rating, previously rated B2.

Overwatch Systems, LLC, headquartered in Morristown, New Jersey,
is a leading information technology service provider to the
defense and intelligence communities.


PENGE CORP: Posts $546,400 Net Loss in Quarter Ended September 30
-----------------------------------------------------------------
Penge Corp reported a $546,400 net loss for the three months ended
Sept. 30 2006, versus a $367,659 net loss for the same period in
the prior year.

The increase in net loss is due primarily to an increase in
salaries and wages, interest expense and other general and
administrative expenses.  The company expects net loss to decrease
substantially in Fiscal 2007 as a result of higher sales,
increased gross margins, and lower operating expenses as a
percentage of sales.

Penge derives its revenues primarily from the sale of trees and
other nursery products.  Revenues increased from $202,783 for the
three months ended Sept. 30, 2005 to $301,776 for the three months
ended Sept. 30, 2006.  The company says its revenue increased due
to three months worth of revenue from the addition of Texas
Landscape Center.

Costs of Good Sold increased from $183,021 for the three months
ended Sept. 30, 2005 to $233,627 for the three months ended
Sept. 30, 2006.

At Sept. 30, 2006, Penge's balance sheet showed $9,100,741 in
total assets and $9,351,866 in total liabilities, resulting in a
stockholders deficit of $251,125.

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

                          About Penge Corp

Based in Midland, Texas, Penge Corp -- http://www.pengecorp.com/
-- is a public holding company that acquires nursery-industry
companies.  Penge's current holdings include a 274-acre wholesale
tree operation outside of Tucson, Arizona, a 17-acre tree and
shrub operation outside of Houston, Texas, and a 50-acre bedding
plant, tree, and shrub operation in Midland, Texas.


PILGRIM AMERICA: Fitch Holds Junk Rating on $41MM Class B Notes
---------------------------------------------------------------
Fitch affirms notes issued by Pilgrim America CBO I, Ltd.  The
affirmation is the result of Fitch's review process and is
effective immediately.

   -- $11,260,002 class A notes affirmed at 'AA'; and,
   -- $41,000,000 class B notes remain at 'C/DR5'.

Pilgrim America CBO is a collateralized debt obligation that
closed July 1, 1998 and is managed by Prudential Investment
Management, Inc., which replaced ING Pilgrim Investments, Inc. as
collateral manager in July 2001.  The liabilities of Pilgrim
America CBO are supported by a portfolio composed of U.S. high
yield corporate bonds.

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

The affirmation is the result of relatively stable levels of
credit enhancement supporting the class A notes.  Since the last
rating action in September 2005, Pilgrim America CBO has continued
to redeem significant amounts of its capital structure, reducing
its class A liabilities by roughly 40% and leaving approximately
5.4% of the original $207 million balance outstanding.

As a result, the class A overcollateralization test has increased
to 206.1% from 145.7% in the last review, as of the trustee report
dated Nov. 20, 2006.  Despite the improvement of the class A OC
test, the portfolio has increasingly become concentrated, with
less than ten positions remaining in the portfolio.

In addition, some assets have experienced negative credit
migration, with decreased recovery assumptions from the prior
review.

As of the Sept. 20, 2006 payment date, the class B noteholders
received nearly $670,000 in interest distributions, but the
deferred interest balance has increased to $10.7 million from $8.9
million on the Sept. 2005 payment date.  The class B notes are
expected to continue receiving residual interest payments until
the maturity of the transaction.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class B notes addresses the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.

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


PILGRIM'S PRIDE: Extends Gold Kist Notes Tender Offer to Dec. 27
----------------------------------------------------------------
Pilgrim's Pride Corporation has extended the expiration date for
the tender offer, for any and all of Gold Kist Inc.'s outstanding
10-1/4% Senior Notes due March 15, 2014, to 5:00 p.m., New York
City time, on Dec. 27, 2006.

The company disclosed that it had received the requisite consents
to the proposed amendments to the Notes and the indenture from
holders of approximately 99.9% of the aggregate principal amount
of the outstanding Notes.  As a result of the extension of the
expiration date, the consideration payable to holders of Gold Kist
Notes has been calculated using a new price determination date of
Dec. 11, 2006.

Based on an assumed payment date of Jan. 2, 2007, holders who
validly tendered Notes with consents at or prior to 5:00 p.m., New
York City time, on Oct. 13, 2006, the "Consent Date", are eligible
to receive $1,152.41 for each $1,000 principal amount of the
Notes, which includes a consent payment equal to $30 in cash per
$1,000 principal amount of the Notes.  Holders who validly
tendered Notes with consents after the Consent Date but at or
prior to the Expiration Date are eligible to receive $1,122.41 for
each $1,000 principal amount of the Notes.

In addition, in respect of the Notes purchased in the offer, the
company will pay accrued and unpaid interest from the last
interest payment date to, but not including, the payment date.
The "Payment Date" is expected to be promptly after the Expiration
Date and immediately prior to the closing of the transactions of
the tender offer for Gold Kist's common shares.

The Total Consideration and the Tender Offer Consideration were
determined as of 10:00 a.m., New York City time on Dec. 11, 2006.
If the Expiration Date is extended for more than 10 business days
following the Expiration Date, a new price determination date will
be established and the Tender Offer Consideration and the Total
Consideration will be redetermined as of the new price
determination date.

Lehman Brothers Inc. serves as the dealer manager for the tender
offer and the solicitation agent for the consent solicitation.
Mellon Investor Services LLC serves as the depository and
Innisfree M&A Incorporated serves as the information agent for the
tender offer and consent solicitation.

Requests for documents may be directed to Innisfree M&A
Incorporated by telephone at (877) 687-1874 (toll free in the U.S.
and Canada) or (212) 750-5833 (call collect) or in writing at 501
Madison Avenue, 20th Floor, New York, NY 10022.

Questions regarding the tender offer and consent solicitation may
be directed to Lehman Brothers Inc. by telephone at (800) 438-3242
(toll free in the U.S.) or (212) 528-7581 (call collect).

                          About Gold Kist

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

                      About Pilgrim's Pride

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

                        *    *    *

Moody's Investors Service's implementation of its new Probability-
of-Default and Loss-Given-Default rating methodology for the U.S.
Consumer Products sector, the rating agency held its Ba2 Corporate
Family Rating for Pilgrim's Pride Corp.  In addition, Moody's
revised or held its probability-of-default ratings and assigned
loss-given-default ratings on the company's note issues, including
an LGD6 rating on its $100 million 9.25% Sr. Sub. Global Notes
Due Nov. 15, 2013, suggesting noteholders will experience a 95%
loss in the event of a default.

As reported in the Troubled Company Reporter on Dec. 6, 2006,
Standard & Poor's Ratings Services reported that its 'BB'
corporate credit rating and other ratings on the second-largest
U.S. poultry processor, Pilgrim's Pride Corp., remain on
CreditWatch with negative implications, where they were originally
placed Aug. 21, 2006.


PLAINS END: Fitch Expects to Rate $19.8-Mil. Secured Notes at BB
----------------------------------------------------------------
Fitch expects to assign ratings of 'BBB-' and 'BB' to Plains End
Financing, LLC's proposed issuance of $117.5 million senior
secured bonds due 2028 and $19.8 million subordinated secured
notes due 2023, respectively.

After paying transaction costs, the net proceeds from this
offering will be used primarily to fund construction of Plains End
II and to retire the existing debt of Plains End I.

PE is indirectly owned by Cogentrix Energy, Inc.  PE was formed
solely to own and develop two peaking power-generation facilities,
PEI and PEII, located in Jefferson County, Colorado.

PEI and PEII will be two neighboring, nearly identical facilities,
with a combined capacity of 228.6 MW derived from
34 Wartsila reciprocating engines.

PEI, operational since 2002, and PEII, to begin construction in
2007, have entered into long-term power purchase agreements with
the Public Service Company of Colorado that expire in 2028.  Under
the PPAs, PSCo has a right to all of the capacity, energy, and
dispatch of the facilities.  PEI and PEII receive capacity
payments and variable energy payments that generally reimburse
their variable operating expenses.

Natural gas used as fuel is provided by PSCo under the PPAs.
Cogentrix will provide operating and maintenance activities under
an intercompany service contract upon termination of the existing
operating and services contract with Wartsila North America in May
2007.

Fitch has evaluated PE's credit quality on a stand-alone basis,
independent of the credit quality of its owner.  The ratings
reflect PE's credit quality post-completion of PEII.  Fitch
considers budgetary, schedule, and technical risks associated with
construction minimal and believes contractual liquidated damages
sufficiently mitigate such risks.

Fitch views cash available to service senior debt as the
appropriate measurement of the senior bonds' credit quality; a
payment default on the subordinate notes does not negatively
affect the senior bonds. Debt service coverage ratios at the
senior-level slope up gradually from 1.47x in 2009 to 1.57x in
2027.

PE's minimal exposure to business risks is demonstrated by the
resilience of cash flows to all reasonable stresses.  Zero
dispatch and reduced availability assumptions insignificantly
affect DSCRs while natural gas prices are immaterial to financial
performance unless PE fails to attain heat rate levels that are
easily achievable.  Realistically, cash flow volatility is
primarily attributed to increases in nonfuel operating costs,
which could nearly double before senior debt service is
threatened.

The scheduled amortization of the subordinated notes would result
in an outstanding balance of $16.4 million upon final maturity of
the notes.  The prescribed flow of funds requires that cash
available after servicing the scheduled principal and interest is
applied to prepay the outstanding balance according to a
supplemental amortization schedule.

Failure to meet the supplemental amortization prepayment does not
constitute an event of default; rather, missed prepayments are
made up by future debt service payments as cash becomes available.
Remaining funds after the supplemental amortization are available
for distribution, pending satisfaction of a distribution test.

Fitch's analysis of required prepayments of principal under
several stress scenarios indicates an extremely low likelihood
that any outstanding balance would exist on final maturity.

Accordingly, Fitch does not view the level of refinancing risk
associated with this balloon as being a constraint on the ratings.
Due to the low level of refinancing risk and the contractual
subordination of the notes, Fitch considers consolidated DSCRs
based on the scheduled amortization as the relevant measure of
default.  Such consolidated coverage ratios slope upwards from
1.27x in 2009 to 1.53x at maturity in 2023.

Primary credit strengths are:

   -- Tolling-style PPAs with a strong counterparty meeting the
      term of senior bonds;

   -- Proven technology provided by a reputable supplier; and,

   -- Prepayment mechanism for the notes mitigates refinancing
      risk.

Primary credit concerns are:

   -- Potential for construction cost overruns and delays; and,

   -- Dispatch in excess of forecasts accelerates the major
      maintenance schedule.

The financial model provided to Fitch was prepared by the sponsor.
The model incorporates assumptions regarding technical
specifications such as capacity, heat rate, and forced outage
rates.

Additional assumptions are made regarding dispatch factors,
operations and maintenance as well as capital expenditures, and
the provision of the ancillary services.  Pricing for capacity,
energy, and ancillary services is fixed under the PPAs, and PE
does not directly face the cost of fuel.

The base case represents the sponsor's expected financial
performance.  Capacity and heat rate assumptions match the minimum
requirements under the PPA.  While historical heat rates at PEI
and design specifications at PEII suggest that PE will receive
heat rate bonus payments, no heat rate bonus has been assumed for
conservatism.  Forced outage rates are constant at 1.4%, well in-
line with fleet-wide historical performance.

Dispatch factors remain constant at 6.73%; while tolling energy
revenues do not quite keep pace with variable operating expenses
and major maintenance at this level, DSCRs are relatively
insensitive to level of dispatch.  PSCo is assumed to request warm
stand-by and AGC services at levels that provide PE with ancillary
revenue totaling approximately $1.7 million annually.

Such assumptions for ancillary revenue seem reasonable and in
keeping with historical operations at PEI.  DSCRs for the senior
bonds average 1.55x, sloping upwards from a minimum of 1.47x in
2009 to 1.57x in 2027, one year before the senior bonds' final
maturity.  Consolidated DSCRs for the subordinated notes average
1.34x, sloping more steeply from a minimum of 1.24x in 2009 to a
maximum of 1.49x in 2023, the notes' year of final maturity.

Note that the referenced consolidated DSCRs reflect the scheduled
principal and interest of the senior and subordinated debt; the
supplemental amortization has been excluded.

Stress testing highlights PE's low operational risks.  Financial
forecasts are relatively insensitive to dispatch.  The Fitch
stress case increases fixed and variable operating expenses by 5%
and results in a reduction in bond and consolidated DSCRs of .03x.
The forced outage case contemplates the loss of one of the
reciprocating engines at PEII - or 8.26 MW - for the entire year
of 2009, in addition to the increased operating expenses in the
Fitch stress case.

Discounting any associated insurance proceeds, the bond and
consolidated DSCRs in 2009 drop to 1.37x and 1.18x, respectively,
and PE is more than fully able to prepay its note amortization for
the year.  While Fitch views this case as extremely severe, it
does demonstrate the sufficiency of cash flow amidst times of
extreme operational duress.

Fitch evaluated a variety of scenarios to assess the adequacy of
liquidated damages paid by the contractors. The most severe
scenario assumes that Wartsila achieves only the required
95% performance levels, and PEPP's auxiliary load is twice the
guaranteed level.  Under base case assumptions, annual cash flow
would be reduced by approximately $0.6 million, while the
corresponding liquidated damages total $5.8 million.

Assuming these proceeds are applied to pay down the balance of the
bonds, the corresponding DSCRs would be enhanced a negligible
amount.  Conversely, if these proceeds are not used to reduce
indebtedness and do not correct the performance deficiency, the
corresponding DSCRs would be reduced by approximately 0.06x.

Fitch has published a presale report with a detailed discussion of
the transaction and rating rationale.


PORTOLA PACKAGING: Restructuring Cues Moody's Stable Outlook
------------------------------------------------------------
Moody's Investors Service changed the outlook for the ratings of
Portola Packaging, Inc. to stable from negative and concurrently
affirmed existing ratings including the Caa1 Corporate Family
Rating.

The change of the ratings outlook to stable from negative
acknowledges the improvements realized by Portola's restructuring
efforts, which have served to buoy its operations and financial
metrics.

Moreover, liquidity has remained adequate during difficult periods
and is expected to remain adequate throughout the near term.

The stable outlook also recognizes the consistency of its dairy,
juice, and water businesses, long-term customer relationships
coupled with a high percent of business under contract.

Anticipated improvement in resin costs and the company's ability
to pass through cost increases to customers with moderate lag
effects also contribute to the stability of the ratings outlook.
There is an expectation of modestly higher spending on research
and development as well as a reallocation of and potential
increase in capital expenditures to support growth and
manufacturing projects.

The stable outlook also incorporates the expectation of no
material litigation during fiscal 2007 and includes some likely
increase in working capital requirements primarily due to the
timing of larger projects late in fiscal 2006 that run into 2007.

Should the company continue to perform according to expectations,
Moody's believes that a positive outlook change could be
considered during the near term.  Specifically, sustained
improvement in free cash flow to debt in the mid-single digits
coupled with EBIT coverage of interest expense in excess of 1x,
and modest improvement in margins and returns above current levels
could trigger a more favorable change in the outlook and/or the
ratings.

Given Portola's weak, albeit improved, financial profile, there is
little tolerance for negative variance under operating and
financial expectations.  Any deterioration in performance, change
in business strategy, or meaningful reduction in liquidity could
put negative pressure on the outlook and ratings.

The affirmation of the Portola's Caa1 CFR reflects Portola's
ongoing business challenges in many of its segments which pressure
volume and margins due to weak demand in the
cosmetics/fragrances/toiletries markets at Tech, general mix and
volume concerns globally, and inflationary costs.  While
acknowledging that major restructuring is likely behind Portola
for most of its businesses, certain segments remain impaired and
in need of further realignment - namely, Tech, the UK, and to a
lesser extent, the Mexican operations.

The application of Moody's Global Packaging Manufacturers Rating
Methodology yields a Caa1 indicated CFR, which is consistent with
the actual rating.  Weak scores in Financial Leverage and Interest
Coverage as well as in Competitive Position are the principal
drivers of the rating.

Moody's affirmed these ratings:

   -- B1 rating for the $60 million Guaranteed Senior Secured
      Revolver, LGD-2, 11%

   -- Caa2 rating for the $180 million Guaranteed Senior
      Unsecured Notes due 2012, LGD-4, 65%

   -- Caa1 Corporate Family Rating

   -- Caa1 Probability of Default Rating

The ratings outlook changed to stable from negative.

Portola Packaging, Inc. designs, manufactures, and markets a broad
range of products and services including tamper evident plastic
closures, bottles, related equipment and services for the dairy,
fruit juice, bottled water, sports drinks, and other
non-carbonated beverage markets, as well as cosmetics and
fragrances.  Headquartered in Batavia, Illinois, Portola had
consolidated revenue for the fiscal year ended August 2006 of
approximately $272 million.


PROMETIC LIFE: Initial Public Offering for BioSciences Stalled
--------------------------------------------------------------
As part of its restructuring plan, ProMetic Life Sciences Inc. has
been preparing a potential initial public offering for its U.K.
subsidiary, ProMetic BioSciences Ltd. on the London Stock
Exchange's AIM.

However, a number of events that significantly impacted PBL's
revenue growth and value have affected the overall strategy and
timing regarding the IPO.  These positive events include the CE
mark - European approval of the P-Capt TM filter which will be
commercially launched by MacoPharma in early 2007, favorable
changes in the competitive landscape for the prion filter business
opportunity, followed by a recent flow of agreements and
forthcoming developments with prominent pharmaceutical companies.

"Because PBL is expected to be cash neutral with projected
revenues in excess of $15 million in 2007, it makes more business
sense for the benefit of our shareholders not to do an IPO at this
point in time", stated Pierre Laurin, President and CEO of
ProMetic.  "If and when reconsidered, it could be done at a much
higher value.  As milestones are being systematically achieved,
and revenue finally materializing, the market will realize the
value of PBL's proven technologies and of past investment
decisions."

ProMetic has invested over the past few years in 2 strategic
joint-projects with the American Red Cross, both of which have now
reached commercial status.  Considerable investments have also
been made in the manufacturing infrastructure enabling PBL to
supply a growing number of clients and licensees.  This is further
evidenced by PBL's most recent string of announcements including
agreements with Novozymes Delta, Pfizer and Novartis, as well as
the expansion of existing programs such as the one with
Octapharma.

In addition, ProMetic's U.S. subsidiary, ProMetic BioTherapeutics
Inc. established in July 2006 to commercialize the proprietary
plasma manufacturing processes, also projects to be cash flow
neutral by the end of 2007.  This results from existing and
forthcoming licensing agreements with established plasma industry
players.

Additionally, ProMetic BioSciences Inc., has filed a Clinical
Trial Application with Health Canada for the expansion of the PBI-
1402 clinical program to include the treatment of anemic patients
with Chronic Kidney Disease.  This trial is designed to
investigate the effect of PBI-1402 in CKD patients who remain
anemic despite treatment with high doses of erythropoietin.
Subject to regulatory approval, patient enrollment would be
expected to commence early in first quarter 2007.

Moreover, on Nov. 3, 2006, in order to improve its ability to
further its growth and implement strategic initiatives, the
company filed and obtained approval from the Autorite des Marche
financiers, acting as principal regulator, for the use of a CDN
$42 million short form base shelf prospectus or "shelf
registration" with the securities regulators in each Canadian
province.  The shelf registration provides the company with the
flexibility to periodically issue subordinate voting shares in one
or more tranches during the 25-month period in which the shelf
prospectus remains valid.

The securities may be issued at the company's discretion, with an
aggregate offering amount not to exceed CDN42 million in value.
In the event the Company decides to offer securities under the
base shelf prospectus, it will prepare and distribute a Prospectus
Supplement that will include the specific terms of the designated
securities.  The terms of such future offerings, if any, would be
established at the time of such offering, and unless otherwise
specified in a Prospectus Supplement, the net proceeds of the
offerings will be used by the company as working capital and for
general corporate purposes.

                      About ProMetic Life

Based in Montreal, Canada, ProMetic Life Sciences Inc. (TSX:PLI) -
- http://www.prometic.com/-- is a biopharmaceutical company
specialized in the research, development, manufacture and
marketing of a variety of commercial applications derived from its
proprietary Mimetic Ligand TM enabling technology, which is used
in large-scale purification of biologics and the elimination of
pathogens.  The company is also active in therapeutic drug
development with the mission to bring to market effective,
innovative, lower cost, less toxic products for the treatment of
inflammation and cancer.  Its drug discovery platform is focused
on replacing complex, expensive proteins with synthetic "drug-
like" protein mimetics.

The company has research and development, and manufacturing
facilities in the U.K. and business development activities in the
U.S., Europe, Asia and Middle East and North African countries.

                   About ProMetic BioSciences

ProMetic BioSciences Ltd. specializes in the development and
manufacture of robust affinity separation materials which provide
very high levels of purification.  In view of their use for the
production of therapeutics, ProMetic's affinity products are
manufactured to strict quality standards at the company's GMP-
compliant manufacturing facility on the Isle of Man, which
completed a pounds sterling 1.5 million expansion in 2005.  The
company also operates an research and development laboratory
located on the Cambridge Science Park, U.K.

                         *     *     *

In the going concern explanatory note in its audited, consolidated
financial statements for the years ended Dec. 31, 2005 and 2004,
ProMetic Life Sciences Inc. relates that it has concentrated its
resources on research and development since inception, and has not
achieved net earnings, has minimal revenues and negative operating
cash flows, and has financed its activities through the issuance
of shares.  The company's ability to continue as a going concern
is dependent on obtaining additional investment capital and
achieving profitable operations.


PROMOVE LLC: Case Summary & 58 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Renter Magnet, LLC
             dba ProMove, LLC
             359 East Paces Ferry Road, Suite 200
             Atlanta, GA 30305

Bankruptcy Case No.: 06-76033

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      ProMove Expansion, LLC                     06-76035
      ProMove Texas, LLC                         06-76036

Type of Business: The Debtor runs an apartment locator business.
                  See http://www.promove.com/

Chapter 11 Petition Date: December 7, 2006

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtors' Counsels: Chris D. Phillips, Esq.
                   G. Frank Nason, IV, Esq.
                   Lamberth, Cifelli, Stokes & Stout, P.A.
                   Suite 550, 3343 Peachtree Road Norhteast
                   Atlanta, GA 30326-1022
                   Tel: (404) 495-4475
                   Fax: (404) 262-9911

                          Estimated Assets      Estimated Debts
                          ----------------      ---------------
Renter Magnet, LLC        $1 Million to         $1 Million to
                          $100 Million          $100 Million

ProMove Expansion, LLC    $100,000 to           $1 Million to
                          $1 Million            $100 Million


ProMove Texas, LLC        $1 Million to         $1 Million to
                          $100 Million          $100 Million

A. Renter Magnet, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
De Lage Landen Financial      Microsoft Capital         $320,977
Services                      Corp.
1111 Old Eagle School Road
Wayne, PA 19087

King & Spalding                                         $207,619
191 Peachtree Street
Atlanta, GA 30303-1763

American Express                                        $160,441
P.O. Box 650448
Dallas, TX 75265-0448

Synergetic Technologies                                 $152,680
Accounts Receivables
P.O. Box 450153
Atlanta, GA 31145

Offset Atlanta                                           $94,235

ADP                                                      $38,908

Epstein Becker & Green, P.C.                             $35,146

St. Paul Travelers                                       $28,696

Micro Consultations, Inc.                                $21,877

BB&T Bankcard Corporation                                $17,701

359 East Paces Ferry Road,                               $13,125
LLC

RCP, Inc.                                                $12,253

Jordan E. Gross                                          $11,162

Universal Map, Inc.                                      $10,967

Eli Property, LLC                                        $10,532

Deloitte & Touche             2005 federal and           $10,250
                              state tax returns

BellSouth                                                 $8,823

Smith Moore LLP                                           $8,354

Shazaam Marketing Group                                   $7,134

The Rockwood Training Group                               $7,000


B. ProMove Expansion, LLC's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Legacy Investment Group                                $5,083
   4684 Roswell Road Northeast
   Atlanta, GA 30342

   Navin Maharaj                                          $3,250
   1240 Killian Shoals Way
   Lilburn, GA 30047

   Elizabeth Kraus                                          $250

   Nancy Rodgers                                            $250

   Tina Andrews                                             $250

   Shanta Johnson                                           $250

   Christopher Robertson                                    $250

   Taylor Nguyen                                            $250

   Muneko Wenban                                            $225

   Adrew Case                                               $175

   Kuziva Mutsvaiu                                          $175

   James Adams                                              $125

   Bryce Beck                                               $100

   Ivonne Manzano                                           $100

   Olubukunola Akinsanmi                                    $100

   Roosevelt Truitt                                         $100

   Julio Moreno                                             $100

   Nathan Smith                                             $100

   Legni Hernandez                                          $100

   Monet Shauntae Taylor                                    $100

C. ProMove Texas, LLC's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rader Properties                                          $8,566
12342 Inwood Road
Dallas, TX 75244

Preston Alpha Investments,                                $4,566
LLC
1312 West 40th Street
Austin, TX 78756

AT&T                          Acct. #214 521-             $3,681
P.O. Box 630047               8888 839 8 and
Dallas, TX 75263-0047         404 4448 236 4

TXU Energy                                                $3,270
P.O. Box 100001
Dallas, TX 75310-0001

ADP                                                       $1,428

Bldg. Works - USA                                         $1,055

Cabanne Link                                                $700

RISD                                                        $586

MCI                                                         $565

AT&T Long Distance                                          $377

Mercury Communication                                       $166
Service

ADP Retirement Services                                     $100

Abbot Security                                               $94

Discount Helium of Dallas,                                   $90
Inc.

Brook Furniture Rental                                       $76

Allied Waste Services                                        $72

ALN Systems Inc.                                             $54

Atmos Energy                                                 $45


PXRE CAPITAL: S&P Withdraws B+ Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' counterparty
credit rating on PXRE Corp.

In addition, Standard & Poor's withdrew its 'CCC+' rating on
PXRE's Capital Trust I preferred stock, supported by deferrable
subordinated debt from PXRE Corp.

The ratings were withdrawn because PXRE Corp., a subsidiary of
PXRE Group Ltd., does not provide public financial statements.

Accordingly, Standard & Poor's does not have adequate information
to maintain surveillance on the company.


QUEBECOR WORLD: Moody's Rates $400 million Senior Notes at B2
-------------------------------------------------------------
Moody's Investors Service assigned a B2 senior unsecured rating to
the pending $400 million Senior Notes issue due 2015 of Quebecor
World Inc., while the family Probability of Default rating remains
B2 and the Loss Given Default of the new issue has been assigned
as LGD4, 50%.

The outlook for the rating is negative.

On Dec. 8, 2006, Moody's downgraded QWI's Corporate Family Rating
to B2 from B1.

Quebecor World Inc. is one of the world's largest commercial
printers, headquartered in Montreal, Quebec, Canada.


RALI SERIES: Moody's Places Ba1 Rating on Class B Certificates
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by RALI Series 2006-QO9 Trust, and ratings
ranging from Aa1 to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by adjustable-rate option arm Alt-A
mortgage loans.  The collateral was originated by Homecomings
Financial, LLC, and various other originators, none of which
originated more than 10% of the mortgage loans.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, and excess
spread.

Moody's expects collateral losses to range from 1% to 1.2%.

Primary servicing will be provided by Homecomings Financial, LLC
and GMAC Mortgage, LLC.  Residential Funding Company, LLC will act
as master servicer.

Moody's has assigned Homecomings its top servicer quality rating
of SQ1 as a primary servicer of prime loans and a servicer quality
rating of SQ2+ as a primary servicer of subprime loans.

Furthermore, Moody's has assigned GMAC-RFC its top servicer
quality rating of SQ1 as master servicer.

These are the rating actions:

   * RALI Series 2006-QO9 Trust

   * Mortgage Asset-Backed Pass-Through Certificates, Series
     2006-QO9

                   Class I-A1A, Assigned Aaa
                   Class I-A1B, Assigned Aaa
                   Class I-A2A, Assigned Aaa
                   Class I-A3A, Assigned Aaa
                   Class I-A3B, Assigned Aaa
                   Class I-A4A, Assigned Aaa
                   Class II-A,  Assigned Aaa
                   Class I-A1BU, Assigned Aaa
                   Class I-A2AU, Assigned Aaa
                   Class I-A3AU, Assigned Aaa
                   Class I-A3BU, Assigned Aaa
                   Class I-A4AU, Assigned Aaa
                   Class AXP, Assigned Aaa
                   Class M-1, Assigned Aa1
                   Class M-2, Assigned Aa1
                   Class M-3, Assigned Aa1
                   Class M-4, Assigned Aa2
                   Class M-5, Assigned Aa3
                   Class M-6, Assigned A1
                   Class M-7, Assigned A2
                   Class M-8, Assigned A3
                   Class M-9, Assigned Baa2
                   Class B,   Assigned Ba1


RALI SERIES: Moody's Rates Class M-6 Certificates at Ba1
--------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by RALI Series 2006-QA10 Trust, and ratings
ranging from Aa2 to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by adjustable-rate, closed-end,
Alt-A mortgage loans.  The collateral was originated by
Homecomings Financial, LLC, GMAC Mortgage, LLC, and various other
originators, none of which originated more than 10% of the
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
overcollateralization, excess spread and an interest rate swap
agreement.

Moody's expects collateral losses to range from 0.9% to 1.1%.

Primary servicing will be provided by Homecomings Financial, LLC,
and GMAC Mortgage, LLC.  Residential Funding Company, LLC will act
as master servicer.  Moody's has assigned Homecomings its top
servicer quality rating of SQ1 as a primary servicer of prime
loans.

Furthermore, Moody's has assigned GMAC-RFC its top servicer
quality rating of SQ1 as master servicer.

These are the rating actions:

   * RALI Series 2006-QA10 Trust

   * Mortgage Asset-Backed Pass-Through Certificates, Series
     2006-QA10

                    Class A-1, Assigned Aaa
                    Class A-2, Assigned Aaa
                    Class A-3, Assigned Aaa
                    Class M-1, Assigned Aa2
                    Class M-2, Assigned A2
                    Class M-3, Assigned Baa1
                    Class M-4, Assigned Baa2
                    Class M-5, Assigned Baa3
                    Class M-6, Assigned Ba1


REED'S INC: Incurs $400,963 Net Loss in Quarter Ended September 30
------------------------------------------------------------------
Reed's Inc. reported a $400,963 net loss for the three months
ended Sept. 30, 2006, compared to a $180,343 net loss for the same
period in 2005.

Net sales increased by $40,623, or 1.5% from $2,735,332 in the
three months ended Sept. 30, 2005 to $2,775,955 in the three
months ended Sept. 30, 2006.

Sales of the company's core Reed's Ginger Brew items increased
from $1,350,000 in the three months ended Sept. 30, 2005, to
$1,608,700 in the three months ended Sept. 30, 2006.  Sales of the
Virgil's Root Beer line increased from $970,800 in the three
months ended Sept. 30, 2005 to $997,000 in the three months ended
Sept. 30, 2006.  The Virgil's Root Beer and Cream Soda 12 ounce
bottles went from $656,000 and $131,000 respectively, in the three
months ended Sept. 30, 2005 to $643,000 and $131,000 respectively
in the three months ended Sept. 30, 2006.  The new Virgil's Black
Cherry Cream Soda launched at the end of May 2006 had sales for
the three months ended Sept. 30, 2006, of $75,100.  Sales of the
Virgil's 5-liter party kegs increased from $79,000 in the three
months ended Sept. 30, 2005, to $107,000 in the three months ended
Sept. 30, 2006.

Candy sales decreased from $185,000 in the three months ended
Sept. 30, 2005, to $166,000 in the three months ended Sept. 30,
2006.  Ice cream sales increased from $42,000 in the three months
ended Sept. 30, 2005, to $45,000 in the three months ended
Sept. 30, 2006.  China Cola sales increased from $60,000 in the
three months ended Sept. 30, 2005 to $66,000 in the three months
ended Sept. 30, 2006.  Canadian sales decreased from $62,000 in
the three months ended Sept. 30, 2005 to $27,000 in the three
months ended Sept. 30, 2006.

The company's balance sheet at Sept. 30, 2006, showed $5,498,148
in total assets and $6,277,696 in total liabilities, resulting in
a stockholders' deficiency of $779,548.  As of Sept. 30, 2006, the
company had a working capital deficit of $2,237,300, compared to a
working capital deficit of $1,594,758 as of Dec. 31, 2005.

The company discloses that it continues to approach maximum
borrowing capacity based on the terms of the lines of credit and
that at Sept. 30, 2006, it had outstanding borrowings of
$2,017,838 under its line of credit agreements.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16d8

                       Going Concern Doubt

Weinberg & Company, P.A., expressed substantial doubt about Reeds,
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 loss of $825,955,
negative cash flow from operating activities of $42,610 during the
year ended Dec. 31, 2005, and working capital deficiency of
$1,594,758 as of Dec. 31, 2005.

                         About Reeds

Reeds, Inc. -- http://www.reedsgingerbrew.com/-- develops,
manufactures, markets, and sells natural non-alcoholic and "New
Age" beverages, candies and ice creams.  "New Age Beverages" is a
category that includes natural soda, fruit juices and fruit
drinks, ready-to-drink teas, sports drinks and water.


REFCO INC: 14 Parties Object to Plan Confirmation
-------------------------------------------------
Fourteen parties and individuals object to the First Amended
Joint Chapter 11 Plan filed by Refco Inc. and its debtor
affiliates; Marc S. Kirschner, the Chapter 11 Trustee for Refco
Capital Markets, Ltd.; and the Official Committee of Unsecured
Creditors and the Additional Committee.

The Objecting Parties are:

   * Forex Capital Markets, LLC, Forex Trading L.L.C., FXCM
     Canada Ltd., FXCM L.L.C., Dror Niv, David Sakhai, William
     Ahdout, Kenneth Grossman, Edward Yusupov, and Michael
     Romersa;

   * West Loop Associates, LLC;

   * Kenneth Krys and Christopher Stride, the joint official
     liquidators of SPhinX Managed Futures Fund SPC and 21 of
     SPhinX's affiliates;

   * American Financial International Group - Asia, LLC, Norma
     LaVigne, and Vaughn LaVigne;

   * New York Financial;

   * Hillier Capital Management, LLC, et al.;

   * PlusFunds Group, Inc.;

   * Russia Growth Fund Ltd.;

   * Revive, Limited;

   * William M. Sexton;

   * Gerald M. Sherer;

   * Stephen Grady;

   * Dennis Klejna; and

   * Joseph P. Murphy.

The Objecting Parties ask the U.S. Bankruptcy Court for the
Southern District of New York to deny confirmation of the Plan
because it fails to satisfy the standards for confirmation under
Section 1129 of the Bankruptcy Code.

The Court will commence a hearing on the Plan Confirmation on
December 15, 2006.

(1) FXCM Parties

On the FXCM Parties' behalf, Douglas Furth, Esq., at Golenblock
Eiseman Assor Bell & Peskoe LLP, in New York, relates that Refco
Group Limited LLC acquired a 35% stake in FXCM, FXT, FXCM Canada,
and FXCM L.L.C. from Messrs. Sakhai, Ahdout, Grossman, Yusupov,
and Romersa.  The acquisition was accomplished in two separate
transactions:

   (i) 20% of the FXCM Entities being acquired by RGL as of
       December 27, 2002, for $18,000,000; and

  (ii) 15% of the FXCM Entities being acquired as of February 1,
       2004, for $24,000,000.

Mr. Furth says that the sales to RGL were intended as part of a
broader strategic alliance between RGL and its affiliates, on one
hand, and the FXCM Entities, on the other hand, that included
servicing of many of the Debtors' customer foreign exchange
accounts pursuant to a Facilities Management Agreement.

Mr. Furth states that operating agreements for FXCM, FXT, FXCM
Canada, and FXCM L.L.C. are substantially identical.

The FXCM Operating Agreements provides, among others, that if a
member receives a bona fide offer to purchase some or all of its
membership interest from any person other than another member,
the Selling Member will notify the other Members of the offer and
provide the Non-Selling Members with a copy of the offer and
sufficient information to substantiate the offeror's ability to
consummate the transaction.

Nothing in the Operating Agreements excludes inter-affiliate
transfers from the "right of first refusal," let alone a transfer
for the creditors' benefit, Mr. Furth points out.

Pursuant to the Plan, RGL will merge into Refco following the
Plan Effective Date.  Refco will then become the owner of the
FXCM Equity Stake.  However, the value of the FXCM Equity Stake
will be shared with the RCM creditors, as well as with creditors
of all of the other Debtors that merge into Refco.

The FXCM Parties assert that the conveyances effected by the Plan
trigger the right of first refusal contained in the Operating
Agreements, and that the Plan cannot permissibly deprive the
other members of the FXCM Entities of the benefit of the bargain.

The FXCM Parties also contend that the Plan fails to recognize
the right of first refusal in favor of the other members of the
FXCM Entities, like Messrs. Niv, Sakhai, Ahdout, Grossman,
Yusupov, and Romersa.   The FXCM Parties maintain that any order
confirming the Plan must contain a provision requiring RGL to
provide the Non-Selling Members with a 30-day notice of their
intention to sell the FXCM Equity Stake for a price not to exceed
$42,000,000.  The Plan confirmation order must also provide the
Non-Selling Members with the bargained for opportunity to
exercise the right of first refusal.

The FXCM Parties further complain that the Plan cannot impair any
right of rescission or the right of first refusal.

Accordingly, the FXCM Parties want the Plan modified to:

   (i) enforce the rights of first refusal in the FXCM Operating
       Agreements at an aggregate purchase price not to exceed
       $42,000,000; and

  (ii) clarify that nothing contained in the Plan will be
       construed as depriving any FXCM Seller of the right to
       seek rescission of its sale of the FXCM Equity Stake to
       RGL, or any Non-Selling Member of the right to exercise
       its right of first refusal upon a subsequent sale of the
       FXCM Equity Stake by RGL, Reorganized Refco, or any of
       their successors.

(2) West Loop

Representing West Loop, Brent Truitt, Esq., at Hennigan, Bennett
& Dorman LLP, in New York, tells Judge Drain that the so-called
global compromise and settlement underlying the Plan is not as
"global" as the Plan Proponents would have the Court and the
voting creditors to believe.  He notes that at least one
significant constituency -- general, unsecured trade creditors of
the Contributing Debtors, including those of Refco Group Ltd.,
LLC -- appear to have been left out of the process that resulted
in the Plan.  Those interests should have been protected by the
official creditors committees charged with representing the
interests of trade creditors, he points out.

Unfortunately, both the Official Committee and the Additional
Committee are populated exclusively by entities that either have
claims against RCM or are holders of Senior Subordinated Notes,
Mr. Truitt says.  Both constituencies faced significant
litigation risk that their claims should be subordinated for
preference payments and other matters.  However, when the dust
cleared, RCM and the Noteholders cut a business deal, under which
the parties opted to settle that litigation among themselves by
effectively subordinating the claims of general unsecured trade
creditors that were not represented at the table, he relates.

"Not surprisingly, what resulted was a lopsided plan, skewed
heavily in favor of the Noteholders and RCM to the detriment of
RGL's general, unsecured creditors," Mr. Truitt argues.  "As the
limited discovery received to date by West Loop is already making
clear, the resulting Plan was designed with the purpose of
finding a legal justification for the business deal that left
RGL's general, unsecured trade creditors holding the bag,
receiving far less than other creditors, and having to wait until
distributions were made to RCM and the Noteholders before getting
a penny from RGL."

Mr. Truitt asserts that the result of that effort is the
"pooling" of assets, which is nothing more than a disguise for
the partial substantive consolidation that applies selectively in
a manner that favors the Noteholders and RCM to the detriment of
trade creditors.

Mr. Truitt avers that the Plan Proponents were forced to use
unrealistic assumptions, and make unreasonable allocations of
assets and expenses that were heavily weighted toward the
positions of the Noteholders and RCM.

"This is perhaps most obvious in the liquidation analysis," Mr.
Truitt explains.  "Although still unclear, it appears that the
Plan Proponents have assumed that, in a Chapter 7 liquidation, no
subordination of the claims of RCM would occur, and no avoidance
of the preference payment made to Noteholders would be obtained."

Moreover, West Loop notes that the Plan Proponents have stacked
the classification deck by including within Class 5(a).18 the
guaranty claims of certain customers and creditors of RCM that
are obtaining separate recoveries under the Plan.  Thus, the RCM
creditors stand to recover against both RCM and RGL, but yet are
being asked to approve, on RGL's behalf, a settlement that
disproportionately shifts the allocation of the BAWAG proceeds
from RGL to RCM.

Mr. Truitt complains that those guaranty claims have vastly
conflicting interests, and their votes should not be grouped with
RGL's general unsecured trade creditors nor counted in
determining whether Class 5(a).18 votes to accept or reject the
Plan.

(3) FXA Customer Class Plaintiffs

American Financial, et al., are plaintiffs and proposed class
representatives in a class action pending in the U.S. District
Court for the Southern District of New York, asserting claims for
negligence, fraud, gross mismanagement, and breach of fiduciary
duty against former officers and directors of Refco FX
Associates, LLC.

The FXA Customer Class Plaintiffs object to the Plan confirmation
because:

   (1) the Plan, if confirmed, would release non-debtor
       defendants in the AFIG Action, including William M.
       Sexton, who held several positions with various debtor
       Entities prepetition and serves as the interim chief
       executive officer of Refco, postpetition;

   (2) the Plan would release potential non-debtors who may be
       added as defendants in the AFIG Action as discovery
       progresses and new facts are revealed about the fraud
       and mismanagement at Refco;

   (3) the Plan would carve out other pending litigation, but
       would not carve out the AFIG Action; and

   (4) the Plan unfairly attempts to take away control of the
       AFIG Action from the named plaintiffs and, instead,
       assign it to a litigation trust.

Accordingly, the FXA Customer Class Plaintiffs want the Plan
amended to preserve their rights and of the proposed class.

(4) SPhinX Liquidators

The SPhinX Liquidators object to the Plan Confirmation because:

   (a) the Plan unfairly enjoins their potential disgorgement
       actions against third party distributees of the SPhinX
       settlement proceeds; and

   (b) the Plan requires them to release Refco Alternative
       Investments LLC and other non-debtor entities from
       potential claims.

In addition, the SPhinX Liquidators complain that they should not
be required to waive their RCM/FX claim if they elect not to
release BAWAG.

(5) Debtors' Officers and Employees

Mr. Klejna, former general counsel of some of the Debtors, wants
the confirmation of the Plan denied because it:

   (a) violates Section 1129(a)(1) by seeking to involuntarily
       subordinate claims, which may not be subordinated under
       Section 510(b), and by creating a class of subordinated
       claims that is broader than provided for in the
       Bankruptcy Code;

   (b) should not determine defenses to causes of action yet to
       be identified or filed by a private actions trust; and

   (c) improperly extinguishes valid claims without compliance
       with the claims process, and discriminates against
       creditors to whom more than one debtor may be liable.

Mr. Klejna intends to preserve his rights to indemnification, and
to preserve defenses that he will be entitled to assert in any
future litigation that may be brought against him.

Mr. Sexton, who served as officer of the Debtors from April 1999
through November 2005, supports Mr. Klejna's position.

Messrs. Sherer and Grady inform the Court that they were parties
to a 2004 Executive Employment and Non-Competition Agreement with
RGL.  Pursuant to the Employment Agreement, Mr. Sherer was to
serve as RGL's chief financial officer from December 2004 through
February 2007, while Mr. Grady was to serve as RGL's chief
operating officer from the Petition Date through November 26,
2005.  In consideration for those duties, RGL was obligated to
pay the two officers monetary compensation and additional
benefits.

Messrs. Sherer and Grady ask Judge Drain to clarify that if an
avoidance action and other litigation is commenced against them
on behalf of the Debtors' estates, their rights of set-off and
recoupment are not being eliminated in any way by the Plan's
terms.

Mr. Sherer also asks Judge Drain to clarify that to the extent he
has valid indemnification claims against the Debtors, those
claims are not being eliminated by the Plan, including the broad
release, injunction, and exculpation provisions.

Mr. Murphy timely filed proofs of claim against the Debtors
relating to his employment from March 1999 through December 2005.
Mr. Murphy opposes the Plan to the extent that it is prejudicial
to his recovery against the Debtors or their assets.  Mr. Murphy
will withdraw his objection to the extent the prejudice, if any,
is resolved in the claims process or by stipulation among the
parties.

(6) Other Objections

New York Financial asks Judge Drain to deny the Plan Confirmation
as it relates solely to FXA's "stand alone" estate.

Specifically, New York Financial contends that:

   * the Plan violates Section 1129(a), as it compromises
     significant and non-disputed inter-company claims FXA has
     against RCM;

   * the "pooling" of FXA assets for non-FXA creditors violates
     the Bankruptcy Code; and

   * under the Plan, non-consenting creditors are deemed to
     grant unconditional releases in direct contravention of
     applicable Second Circuit authority.

Hillier adds that the Plan cannot be confirmed because it
improperly classifies certain customer property claims as FX
General Unsecured Claims.

PlusFunds also wants the Plan denied to the extent that it
provides for less favorable treatment for its claim based on
breach of contract, and fraud and related torts against any of
the Refco Debtors relative to any general unsecured claims held
by any other creditors.

The Plan appears to provide for less favorable treatment for
certain claims, which may include the Tort Claim, that may be
asserted against any of the Refco Debtors relative to unsecured
claims that one or more other unsecured creditors may assert
against the Refco Debtors, Steven J. Reisman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, in New York, counsel for
PlusFunds, tells Judge Drain.

Any distinction in treatment, where the Tort Claim would receive
less favorable treatment than any other general unsecured
creditors' claims, violates Section 1122 because it would
effectuate unequal treatment for claims that have a similar legal
character, Mr. Reisman asserts.

On the other hand, Russia Growth tells Judge Drain that even if
RCM's Chapter 11 case is converted to Chapter 7 at the last
minute, as long as the Plan deviates from statutory provisions
for the liquidation of a stockbroker under Chapter 7, the Plan
still cannot be confirmed.

Revive, which owns claims of 246 former Japanese customers of
FXA, informs the Court that the aggregate amount of claims it
currently holds is approximately $7,000,000.  Revive's claims
consist almost entirely of Customer Property Claims.

By its objection, Revive wants the Plan Confirmation denied
because the Plan:

   (i) improperly classifies the Customer Property Claims as FX
       General Unsecured Claims; and

  (ii) does not provide for the preservation of funds to which
       the Customer Property Claim Holders may be entitled, or
       for the satisfaction of the Customer Property Claims, if
       an entitlement is established.

                          About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to
the Bankruptcy Court on the first day of its chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.

(Refco Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


REFCO INC: Inks $350,000 Settlement with Trading Technologies
-------------------------------------------------------------
Trading Technologies International Inc. reached a settlement
agreement with Refco Group Ltd., LLC, Al Togut, the chapter 7
trustee of Refco, LLC, Refco EasySolutions, LLC, Refco Screens,
Limited, and other Refco-related entities.

The settlement resolves a lawsuit that was pending in the United
States District Court for the Northern District of Illinois
Eastern Division, styled Trading Technologies International, Inc.
v. Refco Group Ltd., LLC (Case No. 1:05-cv-01079), prior to
Refco's chapter 11 filing.  The lawsuit alleges that the
defendants infringed TT's U.S. Patent Nos. 6,766,304 and
6,772,132, by making, using, selling, importing, offering for sale
or otherwise distributing software applications known as "Refco
Pro" and "EasyScreen Ladder Ticket."

The lawsuit was resolved with the entry of a Consent Judgment
finding infringement and validity.  As part of the settlement,
Refco will pay to TT a settlement amount of $350,000 and TT will
release Refco and its customers of any past liability for
infringement of TT's MD Trader patents.

Specifically, the Settlement Agreement provides that, among other
things:

   (1) the Refco Entities will not infringe the Patents for
       the term of the Settlement;

   (2) the Refco Entities will pay $350,000 to Trading
       Technologies;

   (3) Trading Technologies will consent to the Court's entry
       of an order providing for deemed withdrawal of the Claims
       with prejudice; and

   (4) the Lawsuit will be resolved through the filing of a
       consent judgment with the District Court.

The parties further agree to release, acquit and forever
discharge each other and their affiliates from any and all claims
relating to the Lawsuit or to the infringement of any of the
Patents or any other intellectual property rights, breach of
contract or otherwise arising out of manufacture, creation,
copying, importation, use, sale, offer for sale, lease, or other
distribution of the Software provided by the Refco Entities to
Man Financial, Inc., and Marex Group Ltd.

The Settlement Agreement will remain in full force and effect
until the expiration of the last to expire of the Patents.

Trading Technologies has entered into separate agreements with
Man and Marex.  Man has agreed to discontinue using the Software
after a transition period.  Marex has agreed to use a modified
version of the Software.

                   About Trading Technologies

Trading Technologies -- http://www.tradingtechnologies.com
-- develops high performance trading software for derivatives
professionals, including the world's premier exchanges, money-
center banks, proprietary traders, securities brokers, Futures
Commission Merchants, hedge funds and other trading institutions.
The company's X_TRADER(R) software and related services provide
direct access to the world's major derivatives exchanges.
TTNET(TM), TT's Application Service Provider (ASP)/hosting
solution, delivers maximum system stability and fast trade
execution via hubs located close to the major exchanges in
Chicago, New Jersey, London and Frankfurt.  Additional data
centers are planned for Tokyo and Singapore.

Headquartered in Chicago, Trading Technologies maintains a
worldwide presence with offices in New York, Houston, London,
Frankfurt, Singapore, Hong Kong, Tokyo and Sydney.  In 2004,
Trading Technologies was named the best technology company to
work for in Chicago by Chicago magazine and ranked third among
all Chicago area employers.  In 2006, TT received the prestigious
Lighthouse Award from the Illinois Information Technology
Association as the leading technology company in Illinois.

                          About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to
the Bankruptcy Court on the first day of its chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.

(Refco Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


RF CUNNINGHAM: New York Court Confirms Joint Plan of Liquidation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
confirmed the Chapter 11 Plan of Liquidation of R.F. Cunningham &
Co. Inc. and its Official Committee of Unsecured Creditors.

                          Plan Funding

The net proceeds of the sale of substantially all known assets of
the Debtor will be deposited with the Disbursing Agent in the
escrow account for distribution in accordance with the Plan.

                        Terms of the Plan

All Administrative and Priority Tax Claims will be paid in full.

Article 20 Claims, Secured Claims, and Priority Claims will also
be paid in full.

Holders of Class 4a Claims will receive their Pro Rata share of
the available cash along with the claims after all administrative
expense claims, priority tax claims, secured claims, priority
claims and Article 20 claims are satisfied.

Holders of Class 4b Claims shall receive their Pro Rata share of
the available cash along with the claims after all administrative
expense claims, priority tax claims, secured claims, priority
claims and Article 20 claims are satisfied.

Holders of class 4c claims will receive their Pro Rata share of
the available cash only if the claims of class 4a and class 4b
holders are paid in full.

Holder of class 5 interests will receive nothing under the Plan.

A full-text copy of the Joint Plan of Liquidation is available for
a fee at:

  http://www.researcharchives.com/bin/download?id=061212193453

Headquartered in Smithtown, New York, R.F. Cunningham & Company,
is a grain dealer, licensed under the Agriculture and Markets Law
of New York.  The company filed for chapter 11 protection on
June 13, 2005 (Bankr. E.D.N.Y. Case No. 05-84105).  Harold S.
Berzow, Esq., at Ruskin Moscou Faltischek, P.C., represents the
Debtor in its restructuring efforts.  Alan D. Halperin, Esq., and
Ethan D. Ganc, Esq., at Halperin Battaglia Raicht, LLP, represent
the Official Committee Of Unsecured Creditors.  When The Debtor
filed for protection from its creditors, it listed $8,416,240 in
total assets and $10,218,229 in total debts.


ROCK-TENN CO: S&P Changes Rating Outlook to Stable From Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Rock-
Tenn Co. to stable from negative.

At the same time, Standard & Poor's affirmed all its ratings
including its 'BB' corporate credit rating on the Norcross,
Georgia-based company.

"The outlook revision reflected favorable industry conditions,
improved operating margins and cash flow, and debt reduction in
line with our expectations," said Standard & Poor's credit analyst
Pamela Rice.

Standard & Poor's believes that improved paperboard prices, higher
operating rates, and lower costs over the intermediate term should
permit Rock-Tenn to continue its recent track record of reducing
debt.

Rock-Tenn is a leading folding-carton and paperboard manufacturer.

"We could revise the outlook to negative if the company makes a
large debt-financed acquisition or its earnings weaken because of
a material decline in prices or increase in natural gas costs,"
Ms. Rice said.

"We could also revise the outlook to negative if there are
structural changes in the industry, including further customer
consolidation or substitution of the company's products with other
paper-based or plastic packaging.  Although less likely, we could
revise the outlook to positive if financial performance
improves substantially, which we believe can be sustained, and
management makes a firm commitment to a less aggressive financial
policy."


SOLOMON TECH: Inks Term Sheet for $10-Million Debt Facility
-----------------------------------------------------------
Solomon Technologies Inc. has signed a financing term sheet with
JMC Venture Partners LLC for a $10 million standby credit facility
to be used exclusively for acquisitions for both its Motive Power
and Power Electronics divisions.

JMC Venture Partners is an affiliate of Michael D'Amelio, one of
the company's directors.

The facility will be secured by the acquired assets and guaranteed
by the company.  The arrangement contemplates that the company
will use the facility to strike more quickly at unique smaller
acquisition opportunities that are consistent with its growth
plans.  The credit facility has a one year term that is renewable
at the option of the lender.

The standby credit facility would carry an interest rate of 13%
per annum plus quarterly monitoring fees of 1% of the amounts
outstanding under the credit facility and investment fees of 4% of
the amounts outstanding under the facility.  The company would
also pay a commitment fee of 2% of the full amount of the facility
upon execution of definitive documents. The investment fees and
the commitment fees are payable in the company's common stock.

The company disclosed that any lending under the facility is
conditioned on the approval of the proposed acquisition by the
lender's investment committee and is subject to the lender's
normal due diligence.  The facility may be drawn on at the
company's sole discretion.  The company anticipates that the
required documentation will be completed early in the first
quarter of 2007.

Peter W. DeVecchis, Jr., president, said, "The consummation of
this new financing facility will be a major benefit to our growth
plans in 2007.  With our strategy comprising both organic and
acquisition growth at both divisions we believe this standby
financing will provide us with considerable leverage in quickly
bringing new acquisition targets into Solomon while at the same
time allowing us to focus on expanding our opportunities.  This is
a significant step in getting us to our interim revenue goal of
$25 million."

Headquartered in Tarpon Springs, Florida, Solomon Technologies,
Inc. -- http://www.solomontechnologies.com-- through its Motive
Power and Power Electronics divisions, develops, licenses,
manufactures and sells precision electric power drive systems,
including those utilizing its patented Electric Wheel, Electric
Transaxle and hybrid and regenerative technologies as well as
direct current power supplies and power supply systems for
defense, aerospace, marine, commercial, automotive, hybrid and all
electric vehicle applications

                        Going Concern Doubt

UHY LLP, Hartford, Connecticut, raised substantial doubt about
Solomon Technologies, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's significant recurring operating losses use of
cash in its operating activities for several consecutive years and
deficiencies in both working capital and net assets.


SOLUTIA INC: Has Until March 16 to Solicit Plan Acceptances
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Solutia Inc. and its debtor-affiliates' exclusive period
to file a plan of reorganization through and including Jan. 15,
2007, and their exclusive period to solicit acceptances of the
plan through and including March 16, 2007.

The Extension Order is without prejudice to:

   (a) the Debtors moving for further extensions of the Exclusive
       Periods pursuant to Section 1121(d) of the Bankruptcy
       Code; and

   (b) the rights of parties-in-interest to request that the
       Exclusive Periods be shortened upon appropriate notice and
       motion and the Debtors' and other parties' rights to
       oppose the motion.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.


SAMSONITE CORPORATION: Moody's Rates New $80MM Senior Debt at Ba3
-----------------------------------------------------------------
Moody's Investors Service confirmed the B1 corporate family rating
for Samsonite Corporation.

Moody's also assigned Ba3 ratings to the proposed $80 million
senior secured revolving credit facility and $450 million term
loan B.  Proceeds from the new facilities, along with a portion
out outstanding cash balances, will be used to fund a special
dividend and debt repurchase, and pay associated fees and
premiums.

The outlook is positive.

This concludes the review for possible upgrade that commenced on
Sept. 13, 2006.

The confirmation reflects Moody's concern that the proposed
$175 million special dividend, which was announced as part of a
series of transactions in November 2006, will significantly
increase leverage and weaken credit metrics to a level that is
inconsistent with an upgrade at this time.

Moody's estimates that pro forma leverage would exceed 6x upon
completion of the transaction, up from 4.1x for the LTM period
ending July 30, 2006.

The positive rating outlook reflects Moody's expectation that the
company will continue its profitable growth, both organically and
through further investment, while improving free cash flow
generation and rapidly reducing leverage.  A ratings upgrade would
likely occur if leverage approaches 4.5x while maintaining
positive free cash flow and EBITA margins of over 10% by the end
of FYE January 2008.

On Nov. 21, 2006, Samsonite reported a series of transactions
including:

   1) an offer to purchase for cash any and all of its
      outstanding 8-7/8% Senior Subordinated Notes due 2011 and
      Floating Rate Senior Notes due 2010;

   2) the conversion of at least 90% of the Company's outstanding
      shares of convertible preferred stock into shares of its
      common stock;

   3) the entering into a new credit facility consisting of an
      approximately $450 million term loan facility and an
      approximately $80 million revolving credit facility; and,

   4) the distribution of $175 million in cash in the form of a
      special dividend to the company's stockholders.

Ratings assigned and confirmed:

   * Samsonite Corporation

      -- $80 million senior secured revolving credit facility at
         Ba3, LGD2, 25%

      -- $450 million senior secured term loan at Ba3, LGD2, 25%

      -- Corporate Family Rating at B1

Ratings downgraded are:

   * Samsonite Corporation

      -- EUR100 million senior unsecured notes to B1 from Ba3
      -- $205 million 8.875% subordinated to Caa1 from B3

The ratings on both instruments will be withdrawn upon completion
of the transaction.

Samsonite's ratings are supported by the global strength of its
brands, strong global market share, good geographic and
distribution diversity, and solid cash flow generation and
liquidity.

However, the ratings are currently constrained by high pro forma
leverage and weak proforma credit metrics as a result of the
proposed special dividend, its small size relative to other global
consumer products companies, and limited product diversification.

The new revolver and term loan are secured by substantially all
assets of Samsonite Corporation and all wholly-owned domestic
direct and indirect subsidiaries.  The obligations of Samsonite
Europe N.V. will be secured by a first priority lien on those same
assets and by a first priority pledge of a portion of the equity
of SC International Holdings C.V. and all of the equity of SC
Denmark ApS and Samsonite Europe N.V.

However, a portion of the Samsonite's assets are pledged as
security to the Pension benefit Guaranty Corporation under a 2003
agreement.  Both the revolver and term loan are guaranteed by the
U.S. subsidiaries, while borrowings from Samsonite Europe N.V.
also benefit from additional guarantees by Samsonite Corporation,
SC International Holdings C.V. and SC Denmark ApS.  A mechanism in
the credit facilities will provide for pari passu sharing of
collateral between the lenders to Samsonite Corporation and
Samsonite Europe N.V.  The facilities will include one financial
covenant limiting the level of total debt to EBITDA at levels to
be determined.

Samsonite is a leading manufacturer, marketer and distributor of
luggage and travel-related products.  The company's owned and
licensed brands, which include Samsonite, American Tourister,
Sammies, Lacoste and Timberland, are sold globally through
external retailers and 284 company-owned stores.  Net sales for
the twelve-month period ended July 30, 2006, were $996 million.
Executive offices are located in London, England.


SIMON WORLDWIDE: Sept. 30 Balance Sheet Upside-Down by $5.1 Mil.
----------------------------------------------------------------
Simon Worldwide Inc. incurred a $408,000 net loss for the third
quarter ending Sept. 30, 2006, as disclosed in a Form 10-Q report
filed with the Securities and Exchange Commission.

As of Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $5,198,000, compared to a deficit of
$841,000 at Dec. 31, 2005.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?16b4

By utilizing cash received pursuant to the settlement with
McDonald's in 2004, the company's management believes it has
sufficient capital resources and liquidity to operate the company
for the foreseeable future.  In connection with the company's
settlement of its litigation with McDonald's and related entities,
the company received net cash proceeds, after attorney's fees, of
$13 million and due to the elimination of liabilities associated
with the settlement of $12 million, the Company recorded a gain of
$25 million in 2004.

The Board of Directors continues to consider various alternative
courses of action for the company, including possibly acquiring or
combining with one or more operating businesses.  The Board of
Directors has reviewed and analyzed a number of proposed
transactions and will continue to do so until it can determine a
course of action going forward to best benefit all shareholders,
including the holder of the company's outstanding preferred stock.
The company cannot predict when the Directors will have developed
a proposed course of action or whether any such course of action
will be successful.  Management believes it has sufficient capital
resources and liquidity to operate the company for the foreseeable
future.

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


TELCORDIA TECHN: Moody's Lowers Corp. Family Rating From B1 to B3
-----------------------------------------------------------------
Moody's Investors Service concluded its review of Telcordia
Technologies, Inc. and downgraded the company's corporate family
rating two notches from B1 to B3 with a negative outlook.

The review was prompted by the company's declining revenue and
EBITDA forecasts as well as its substantial reduction in liquidity
during the first half of the fiscal year.

The downgrade to B3 reflects the company's relatively high
leverage at 5.1x debt to pro forma EBITDA for LTM July 31, 2006
coupled with year over year quarterly declines in revenue and
EBITDA, ongoing liquidity challenges in managing highly seasonal
cash flows generated by life cycle program payments from U.S.
telecom carriers, and significant challenges to the company's
business model which previously enjoyed an incumbent vendor status
among telecom carriers dating back to the company's beginnings as
Bellcore.

These ratings were downgraded:

   -- Corporate Family Rating to B3 from B1

   -- $100 million senior secured revolving credit facility
      maturing 2011 rated B1, LGD3, 31% from Ba3, LGD3, 31%

   -- $570 million senior secured term loan maturing 2012 rated
      B1, LGD3, 31% from Ba3, LGD3, 31%

   -- $300 million senior subordinated notes due 2013 rated Caa2,
      LGD5, 86% from B3, LGD5, 86%

The negative outlook reflects Moody's concerns regarding liquidity
and product mix.

Moody's, expects cash balances at fiscal year end Jan. 31, 2007,
which will be used to fund fiscal 2008 operations, to be
materially below the level of the same period last year.

Additionally, declines in spending by telecom carriers on
Telcordia's legacy OSS products are likely to continue to outpace
the rate of adoption of Telcordia's next generation OSS and IMS
product lines.  The ratings could face additional downward
pressure should trends continue to worsen or the company violates
financial covenants within its debt facilities.

Telcordia Technologies Inc. is a major provider of operations
systems support software and network systems products for
telecommunications providers.  The company is headquartered in
Piscataway, New Jersey.


THORNBURG MORTGAGE: Fitch Affirms Issuer Default Rating at BB
-------------------------------------------------------------
Fitch Ratings affirmed the 'BB' ratings for Thornburg Mortgage,
Inc.'s Issuer Default Rating and senior unsecured notes.

Fitch also assigned a 'BB-' rating to Thornburg's unsecured
subordinate notes and downgraded the preferred stock to 'B+' from
'BB-'.

In addition, the Outlook for these ratings, including Thornburg's
recent offering of Series D Adjusting Rate Cumulative Redeemable
Preferred Stock, was revised to Negative from Positive:

   -- Issuer Default Rating 'BB';
   -- Senior unsecured notes 'BB';
   -- Unsecured Subordinate notes 'BB-'; and,
   -- Preferred stock 'B+'.

Fitch's affirmation of the IDR and senior unsecured debt rating
takes into account the substantial unencumbered assets of
$1,332 million as of Sept. 30, 2006 which includes $502 million in
net ARM Assets.

Also, the unencumbered assets coverage remains adequate at 2.44x
and provides ample cushion between the 1.25x covenant minimum
despite the decline from 2.68x in fiscal 2005.

In addition, Thornburg expanded the total capacity of its diverse
funding sources, further lessening its dependency on the reverse
repurchase agreements, by doubling the size of its asset-back
commercial paper facility to $10 billion.

Fitch also takes into considerations that as of Sept. 30, 2006
approximately 97% of the ARM Asset portfolio was 'AAA'/'AA'
quality.

Fitch's rating of the unsecured subordinate notes reflects its
junior position to the senior unsecured notes.

Fitch's downgrade of the preferred stock by one notch reflects the
priority position of the subordinate debt in relation to the
preferred stock in the event of default and the widening gap
between the first dollar of rated senior unsecured debt and the
last dollar of preferred stock resulting from the recent
$100 million offering of Series D preferred stock.

Fitch revised the company's Outlook to Negative from Positive
based on management's aggressive use of leverage as evidenced by
the minimal cushion between the 12x maximum covenant for the
adjusted debt to adjusted equity calculation which has trended
higher, reaching 11.5x as of Sept. 30, 2006 from 9.3x in fiscal
2003.

Leverage as measured by total debt to total equity has steadily
increased to 20.9x as of Sept. 30, 2006 from 11.1x in fiscal 2002.
The revised Outlook also takes in account declining coverage
metrics as EBITDA to total interest coverage and fixed charge
coverage, which Fitch considers to be lean, has continued to
decline, reaching 1.1x as of Sept. 30, 2006 from 1.5x in fiscal
2002.

Lastly, Thornburg, similar to other mortgage companies, has
experience spread compression.  For nearly five fiscal periods,
interest rate spreads/yields have declined to 0.53%/0.69% as of
Sept. 30, 2006 from 1.43%/1.88% in fiscal 2002.

In order to move the Outlook to Stable, Fitch's expectations would
comprise of less aggressive use of leverage and improved coverage
metrics.

Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a
lender to the single-family residential mortgage housing market
and is focused principally on the jumbo segment.  Thornburg
originates, acquires and retains investments in adjustable rate
mortgage assets.  The company's ARM Assets are comprised of
Purchased ARM Assets and ARM Loans.  All of Thornburg's ARM Assets
are either Traditional ARMs, which includes Pay Option ARMs, or
Hybrid ARMs.  For tax purposes, Thornburg is organized as a real
estate investment trust and is managed externally by Thornburg
Mortgage Advisory Corporation.


TOWER RECORDS: Taps Lipman Stevens as Appraiser
-----------------------------------------------
MTS Inc. dba Tower Records and its debtor-affiliates ask the
Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware for authority to employ Lipman Stevens &
Carpenter Inc. as their appraiser for certain real property.

Specifically, Lipman Stevens will provide an appraisal of the fair
market value of a parcel of vacant land (APN 441-270-37) located
at W/S Kemper, South of Sports Arena Boulevard, in San Diego,
California.

The Debtors received a $200,000 offer for the vacant lot.  The
Debtors said that an appraisal is necessary to determine whether
the offer is fair and reasonable.

The Official Committee of Unsecured Creditors and the Unofficial
Committee of Secured Music and Video Vendors have also requested
an appraisal to better assess its fair market value.

Walter J. Stevens, a principal at Lipman Stevens, disclosed that
the Firm will charge a $2,500 flat fee, including expenses.
Lipman Stevens, however, will not start work if it will not
receive an initial $1,250 payment.

The Debtors said that, upon Court approval, they will pay an
initial retainer of $1,250.  The balance of the fee will be paid
upon completion of the appraisal.

Mr. Stevens assures the Court that his firm does not represent or
hold any interest adverse to the Debtors or their estates with
respect to the matters on which it is to be employed.

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.  The Debtors' exclusive period to file
a chapter 11 plan expires on Dec. 18, 2006.


TRIMOL GROUP: September 30 Balance Sheet Upside Down by $571,000
----------------------------------------------------------------
Trimol Group Inc. filed its third quarter financial statements for
the quarterly period ended Sept. 30, 2006, with the Securities and
Exchange Commission.

The company reported a $215,000 net loss on zero revenues for the
quarterly period ended Sept. 30, 2006, compared to $146,000 net
income on $1,801,000 of total revenue in the same quarterly period
in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1,630,000
in total assets and $2,201,000 in total liabilities, resulting in
a $571,000 stockholders' deficit.

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

              http://researcharchives.com/t/s?16b0

             Republic of Moldova Non-Renewal Notice

Trimol Group, Inc. owns all of the outstanding shares of
Intercomsoft Ltd.  Intercomsoft's only customer is the Government
of the Republic of Moldova pursuant to a ten-year renewable
Contract on Leasing Equipment and Licensing Technology awarded to
it in April 1996 to provide a National Register of Population and
a National Passport System.

Under the terms of the Supply Agreement, Intercomsoft supplies all
of the equipment, technology, software, materials and consumables
utilized by the Government for the production of all national
passports, drivers' licenses, vehicle permits, identification
cards and other government authorized identification documents in
the Republic of Moldova.

As reported in the Troubled Company Reporter on Oct. 4, 2006, the
company received a notice on Feb. 11, 2006, from the Government of
the Republic of Moldova that it does not intend to renew the
Supply Agreement, which expired by its terms on April 29, 2006.
The company does not believe that such non-renewal notice was sent
timely under the applicable provisions of the Supply Agreement and
has contested such non-renewal notice.

The company and Intercomsoft commenced an action on June 27, 2006,
in the U.S. District Court for the Southern District of New York
against the Ministry of Economics of the Republic of Moldova and
the Government of the Republic of Moldova seeking damages of
approximately $41,000,000 for breach of contract.

The company and Intercomsoft also seek an injunction prohibiting
Moldova from producing further essential government documents in
accordance with the terms of the Supply Agreement.

As a consequence of discussions with counsel to the defendants in
this action, the company withdrew the action in August 2006,
without prejudice to its rights to reinstate it in the U.S.
courts, and intends to submit its claims against the defendants
before an arbitration tribunal in Switzerland.  There can be no
assurance as to the outcome of the arbitration proceeding.

However, if the Supply Agreement is not renewed or extended, the
company will have no source of revenues as a consequence of the
expiration of the Agreement, since the company's only revenues are
derived from Intercomsoft's activities with the Republic of
Moldova.

                      Going Concern Doubt

Paritz & Company, P.A., in Hackensack, New Jersey, raised
substantial doubt about Trimol Group, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the second quarter ended June 30, 2006.
The auditor pointed to the company's stockholders' deficit and the
expiration of the contract of its only customer.

                      About Trimol Group

Trimol Group, Inc., owns all of the outstanding shares of
Intercomsoft Limited a company which is engaged in the operation
of a computerized photo identification and database management
system utilized in the production of secure essential government
identification documents such as passports, drivers' licenses,
national identification documents and other forms of essential
personal identification. Currently Intercomsoft's only customer is
the Republic of Moldova's Ministry of Economics.


TUBE CITY: S&P Holds Corporate Credit Rating at B+
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Glassport, Pennsylvania-based
Tube City IMS Corp. and removed them from CreditWatch.

The ratings had been placed on CreditWatch with negative
implications on Nov. 14, 2006, after the disclosure that Onex
Partners, a private equity fund managed by Toronto-based
investment company Onex Corp., had agreed to acquire the company.

The outlook is stable.

"We have affirmed the ratings based on the modest amount of
incremental debt we expect the company to incur as a result of the
acquisition," said Standard & Poor's credit analyst Marie Shmaruk.

"Pro forma for the transaction, total debt adjusted for debt-like
obligations is expected to be around $460 million, and debt to
EBITDA about 5x, roughly where it was at Sept. 30, 2006."

Tube City is a provider of on-site services to the North American
steel industry.

"We could revise the outlook to negative if steel industry
conditions deteriorate significantly or aggressive spending on
overseas expansion cause Tube City's financial profile to weaken
or if the company's sponsors adopt even more aggressive financial
policies," Ms. Shmaruk said.

"We could revise the outlook to positive if international
expansion is significantly more rapid and profitable than
expected, debt leverage improves more than the ratings currently
incorporate, and we believe the company intends to maintain its
capital structure at the more moderate levels."


U.S. ENERGY: Henry Schneider Appointed as USEY Overseas CEO
-----------------------------------------------------------
U.S. Energy Systems Inc. has appointed Henry Schneider to lead the
company's strategic development efforts outside the U.S. as Chief
Executive Officer of U.S. Energy Overseas Investments LLC, a
wholly-owned subsidiary of USEY.

Asher E. Fogel, USEY's Chief Executive Officer, stated, "As we
execute our strategies for enhancing the values of our existing
businesses, we also are working hard to identify and acquire new
undervalued, high potential clean and green energy assets, both in
the U.S. and internationally.  Henry has a deep understanding of
USEY and its strategy, as well as extensive financial and
development experience.  I am pleased that he has agreed to lead
our international strategic development efforts as CEO of USEY
Overseas."

In connection with the appointment, which is effective
immediately, Mr. Schneider will leave his current position as
USEY's President and Chief Operating Officer, in which capacity he
has served since August 2005.

Currently, USEY Overseas's primary asset is its 79% interest in UK
Energy Systems, Ltd., USEY's natural gas development and power
generation business in North Yorkshire, England.

                    About U.S. Energy Systems

Based in New York City, U.S. Energy Systems Inc. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- owns and operates energy and
power projects in the United States and the United Kingdom through
its two subsidiaries, UK Energy Systems, Ltd. and U.S. Energy
Renewables, Inc.

                         *     *     *

Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about U.S. Energy Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
operating losses and capital deficits.


U.S. ENERGY: Lawrence Schneider Steps Down as Board Chairman
------------------------------------------------------------
U.S. Energy Systems, Inc.'s Lawrence Schneider, chairman of the
Board of Directors, has retired from the company's Board in order
to pursue other interests.

Asher E. Fogel, USEY's Chief Executive Officer, said, "Larry
Schneider has been a dedicated leader for USEY.  Among his many
important and lasting contributions, he demonstrated his
commitment to USEY and its shareholders by putting our company on
a new strategic course over the past year that we believe is
beginning to bear fruit.  On behalf of our management team and
Board, I thank him for his service to USEY, and for providing us
the opportunity to become associated with this exciting company.
We wish him every success in his future endeavors, just as he has
had throughout his career."

USEY also announced that Stephen Brown and Carl Greene are
stepping down from USEY's Board.

Mr. Fogel said, "Steve and Carl have been important members of a
Board that has led USEY to exciting opportunities for enhancing
USEY's value.  Our much higher level of strategic activity over
the past year has demanded significantly more of our Board's time.
We deeply appreciate the energy and commitment that Steve and Carl
have provided USEY, and we respect their decisions to leave our
Board at this point in time."

USEY stated that Mr. Fogel has been elected by the company's
continuing independent directors to serve as USEY's chairman. USEY
also confirmed that with the Board resignations announced today,
its Board continues to have a majority of independent directors,
and that its Board also intends to identify and recruit additional
independent directors.

                    About U.S. Energy Systems

Based in New York City, U.S. Energy Systems Inc. (Nasdaq: USEY) --
http://www.usenergysystems.com/-- owns and operates energy and
power projects in the United States and the United Kingdom through
its two subsidiaries, UK Energy Systems, Ltd. and U.S. Energy
Renewables, Inc.

                         *     *     *

Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about U.S. Energy Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
operating losses and capital deficits.


UNIVERSAL PROPERTY: Posts $1.7 Mil. Net Loss in 2006 Third Qtr.
---------------------------------------------------------------
Universal Property Development and Acquisition Corporation has
filed its quarterly financial statements for the three-month
period ended Sept. 30, 2006.

The company reported a $1,696,535 net loss on $141,217 of revenues
for the quarterly period ended Sept. 30, 2006, compared to a
$1,450,846 net loss on zero revenue for the same quarterly period
in 2005.

At Sept. 30, 2006, the company's balance sheet showed $7,265,586
in total assets, $2,809,258 in total liabilities, and $4,456,128
in stockholders' equity.  The company has incurred recurring
operating losses since its inception, and as of Sept. 30, 2006,
has an accumulated deficit of approximately $191,537,000.

The company's September 30 balance sheet also showed strained
liquidity with $956,161 in total current assets available to pay
$1,964,859 in total current liabilities coming due within the next
12 months.

The company's continuation as a going concern is dependant upon
receiving additional financing.  Universal Property anticipates
that during its 2006 fiscal year it will need to raise substantial
funds to support its working capital needs and to continue to
execute the requirements of its business plan.  The company's
management is currently in a process of trying to secure
additional capital.

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

              http://researcharchives.com/t/s?16af

                      Going Concern Doubt

KBL, LLP expressed substantial doubt about Universal Property's
ability to continue as a going concern after it audited the
company's financial statements for the years ended Dec. 31, 2005,
and Dec. 31, 2004.  The auditing firm pointed to the company's
recurring losses from operations, and is dependent upon the sale
of equity securities to provide sufficient working capital to
maintain continuity.

                    About Universal Property

Headquartered in Juno Beach, Florida, Universal Property
Development & Acquisition Corp. is a holding company that operates
through the formation of joint ventures with other entities in the
oil and natural gas acquisition, development and production
industry.  Its current operating joint ventures are Canyon Creek
Oil & Gas, Inc., West Oil & Gas, Inc., Winrock Energy, Inc., Texas
Energy, Inc. and UPDA Petro Trading, Inc.


US AIRWAYS: Wants Bombardier Global Settlement Approved
-------------------------------------------------------
Reorganized US Airways, Inc. and its affiliates, on May 9, 2003,
entered into a master purchase agreement with Bombardier Inc.
pursuant to which Bombardier agreed to sell, and the Reorganized
Debtors agreed to purchase, up to 226 Bombardier CRJ aircraft.

According to Douglas M. Foley, Esq., at McGuirewoods LLP, in
Norfolk, Virginia, US Airways was obligated to purchase 42 of the
Bombardier Aircraft, designated as "Firm Aircraft," which
remained undelivered under the terms of the Master Purchase
Agreement as of the Petition Date.

US Airways and Bombardier also entered into ancillary agreements:

   (i) a Sale of Goods and Services Agreement No. SOG-023
       between Bombardier, as represented by Bombardier Aerospace
       Regional Aircraft, and Piedmont Airlines, Inc.; and

  (ii) a License Agreement No. DAT-1146 and a License Agreement
       for CRJ200 Flight CBT No. MIS-0657 between Bombardier, as
       represented by Bombardier Aerospace, and US Airways Group.

Subsequently, the Reorganized Debtors commenced their Chapter 11
Cases, wherein Bombardier filed seven claims aggregating
$1,300,000,000:

    -- Claim Nos. 4325 and 4328 against US Airways Group, Inc.;
    -- Claim Nos. 4324, 4327, and 4329 against Piedmont; and
    -- Claim Nos. 4326 and 4330 against PSA Airlines, Inc.

Mr. Foley relates that following negotiations, US Airways and
Bombardier entered into a global settlement letter agreement
dated November 10, 2006, which provides for:

   (1) the Reorganized Debtors' assumption, pursuant to Section
       365, of the US Airways MPA, as modified by the Letter
       Agreement, with the assumption to be deemed effective as
       of September 27, 2005, the effective date of the Debtors'
       confirmed Joint Plan of Reorganization;

   (2) the full satisfaction and resolution of Bombardier's
       Claims by allowing it a general unsecured claim for
       $147,500,000, which includes the $135,000,000 allowed
       claim under the US Airways MPA, and by permitting
       Bombardier to set off or cancel credit notes and memoranda
       issued to US Airways against a similar amount in
       prepetition spare parts and equipment receivables;

   (3) the return to US Airways of all pre-delivery payments
       currently held by Bombardier;

   (4) a waiver of Bombardier's September 22, 2004, reclamation
       demand and any associated administrative expense claims
       under Sections 546(c)(2) and 503(b) of the Bankruptcy
       Code; and

   (5) a waiver of any cure amounts due in connection with any
       assumption of the Master Purchase Agreement and the
       Ancillary Agreements.

In connection with the modification and assumption of the US
Airways MPA:

   (a) All obligations of US Airways to purchase and take
       delivery of the 42 "Firm Aircraft" remaining undelivered
       under the US Airways MPA, and the rights of US Airways to
       purchase and take delivery of the 90 "Reconfirmable
       Aircraft" and the 94 "Option Aircraft" under the US
       Airways MPA, and all obligations of Bombardier to
       manufacture and deliver the 226 aircraft will be deemed
       terminated; and neither party will have any further
       obligations, rights, claims or causes of action regarding
       the aircraft, whether arising under the US Airways MPA or
       otherwise, except that Bombardier will be entitled to an
       allowed general unsecured claim for $135,000,000;

   (b) The US Airways MPA will be amended to provide US Airways
       with new Purchase Right Aircraft.  US Airways will have
       the right to purchase an agreed-upon number of Bombardier
       200/700/900 series aircraft, as US Airways will from time
       to time elect during the Purchase Right Period;

   (c) For a period of five years commencing upon the date of
       the execution of an amended and restated US Airways MPA
       incorporating the terms and conditions of the Letter
       Agreement relative thereto -- the "Purchase Right Period",
       US Airways will have the right to purchase some or all of
       the Purchase Right Aircraft, subject to availability, by
       delivering a written notice to Bombardier; and

   (d) Upon assumption of the US Airways MPA, as modified and
       amended by the Letter Agreement, Bombardier will not be
       obligated to provide any financing assistance of any kind
       in connection with any Bombardier CRJ aircraft, whether
       delivered or undelivered as of the date of the Letter
       Agreement, under the US Airways MPA or under the US
       Airways MPA, as modified and amended by the Letter
       Agreement.

By this motion, the Reorganized Debtors ask the U.S. Bankruptcy
Court for the Eastern District of Virginia to:

     * approve the Global Settlement Letter Agreement;

     * authorize the assumption of the Master Purchase Agreement,
       as modified and amended by the Letter Agreement, and the
       Ancillary Agreements; and

     * resolve all remaining Bombardier claims against the
       Reorganized Debtors.

Mr. Foley says the Master Purchase Agreement and the Ancillary
Agreements were among the executory contracts and unexpired
leases to be assumed or rejected listed on the Reorganized
Debtors' post-effective date determination schedule.

From and after the Effective Date, the parties entered into
several Court-approved stipulations extending the deadline for
the Reorganized Debtors to assume or reject the Master Purchase
Agreement and the Ancillary Agreements.  The current stipulation
extends that deadline through and including December 14, 2006.

Mr. Foley tells Judge Mitchell that the relief requested should
be granted, because, among other things:

   (a) the request will bring closure to the remaining issues
       between the Reorganized Debtors and Bombardier related to
       the Chapter 11 Cases;

   (b) the settlement eliminates the possibility of complex and
       costly litigation that would be required to resolve the
       numerous issues remaining between the parties; and

   (c) the Letter Agreement fixes the value of the Reorganized
       Debtors' previously unliquidated assets and liabilities
       and permits the parties to move forward under the Master
       Purchase Agreement.

The Post-Effective Date Committee has approved the Letter
Agreement and consented to the relief requested, including the
allowance of the Bombardier Claims.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 135; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                              *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Fitch Ratings has affirmed its ratings of US Airways Group, Inc.,
as:

    -- Issuer Default Rating (IDR) at 'CCC';
    -- Secured Term Loan Rating at 'B/RR1';
    -- Senior Unsecured Rating at 'CC/RR6'.

Fitch's ratings apply to approximately $1.4 billion in debt
obligations.  The Rating Outlook has been revised to Stable from
Positive.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings on
US Airways Group Inc. and its major operating subsidiaries America
West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.


VOIP INC: Posts $12.3 Million Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
VoIP Inc. incurred a $12,312,707 net loss for the three months
ended Sept. 30, 2006, compared to a $8,742,001 net loss for the
same period in 2005.  Consolidated revenues for the three months
ended Sept. 30, 2006 and 2005 were $6.2 million and $1.9 million,
respectively.

The company says the increases in revenues and net loss from the
2005 to 2006 period reflect the inclusion of the results of
Caerus, Inc., which the company acquired in May 2005, and the VoIP
business of WQN Inc.

Revenues for the three months ended Sept. 30, 2006 include
approximately $600,000 and $5.6 million in revenues generated by
the acquired Caerus and WQN businesses, respectively.

At Sept. 30, 2006, the company's balance sheet showed $44,974,923
in total assets, $36,902,188 in total liabilities, and
shareholders' equity of $8,072,735.  At Sept. 30, 2006, the
company's working capital deficit totaled $34.8 million.

Cash and cash equivalents were approximately $551, 000 at
Sept. 30, 2006.  The company's consolidated net cash used in
operating activities for the nine and three months ended Sept. 30,
2006 was $11 million and $2.6 million, respectively.  Management
reports that the company funded its operating activities
principally through financing activities that generated net
proceeds of $8.4 million during the nine months ended
Sept. 30, 2006.

At Sept. 30, 2006, the company's contractual obligations for debt,
leases and capital expenditures totaled approximately
$27.6 million.  Included in this amount is approximately
$2.8 million due on a loan from a lending institution.  The
company says it is not in compliance with certain covenants under
the loan agreement for this debt.  However, the lender has not
declared a default under this loan agreement.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16c7

                       Going Concern Doubt

Berkovits, Lago & Company, LLP, in Fort Lauderdale, Florida,
raised substantial doubt about VoIP 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 lack of sufficient working
capital and recurring losses.

                            About VoIP

VoIP, Inc. provides communications services to communication
companies, businesses, and residential consumers.  The company
also sells various communication hardware to broadband service
providers.


WILLOWBEND NURSERY: Ch. 11 Trustee Taps Cowden Humphrey as Counsel
------------------------------------------------------------------
The Honorable Arthur I. Harris of the U.S. Bankruptcy Court for
the Northern District of Ohio in Cleveland authorized Andrew Suhar
to employ Cowden Humphrey Nagorney & Lovett Co., LPA, as his
bankruptcy counsel.

Mr. Suhar is the Chapter 11 Trustee appointed in Willowbend
Nursery Inc. and its debtor-affiliates' bankruptcy cases.

Cowden Humphrey will:

   -- advise Mr. Suhar with regard to the administration of the
      Debtors' cases,

   -- advise him with regard to the requirements of the Bankruptcy
      Code,

   -- represent him in all matters before the Bankruptcy Court
      and all cases and proceedings ancillary to the bankruptcy
      cases

   -- assist him with the Chapter 11 reorganization process.

   -- conduct examinations or depositions of witnesses,

   -- participate in negotiations for the sale of assets of the
      Estate and produce related documents, and

   -- prepare pleadings and perform other services.

Frederic P. Schwieg, Esq., a member at Cowden Humphrey, bills at
$225 per hour.

Mr. Schwieg assures the Court that the Firm does not hold any
interest adverse to the Debtors or their estates and is
disinterested pursuant to Section 101(14) of the Bankruptcy Code.

Mr. Schwieg can be reached at:

      Frederic P. Schwieg, Esq.
      Cowden Humphrey Nagorney & Lovett
      50 Public Square, Suite 1414
      Cleveland, OH 44113-2204
      Tel: (216) 241-2880 ext. 133
      http://www.cowdenlaw.com/

Headquartered in Perry, Ohio, Willowbend Nursery, Inc. --
http://www.willowbendnursery.com/-- owns and operates a nursery
and grow quality bareroot plants & shrubs.  The company and its
affiliates filed for chapter 11 protection on Sept. 20, 2006
(Bankr. N.D. Ohio Case No. 06-14353).  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $1 million and $10 million and estimated debts between
$10 million and $50 million.


WORLDSPAN LP: S&P Rates Revolver and First-Lien Term Loan at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Worldspan
L.P.'s proposed $1 billion secured credit facility.

The revolver and first-lien term loan are rated 'B', the same as
the corporate credit rating, and are assigned a recovery rating of
'2', indicating expectations of substantial recovery of principal
in the event of a payment default.

The $750 million facility consists of a $50 million revolver due
2012 and a $700 million term loan due 2013.  The $250 million
second-lien term loan that matures in 2014 is rated 'CCC+', and
assigned a recovery rating of '5', indicating expectations of
negligible recovery of principal in the event of a payment
default.

The bank loan ratings have been placed on CreditWatch with
developing implications; the recovery ratings are not on
CreditWatch.

Proceeds from the proposed credit facility and a $250 million
payment-in-kind loan from Travelport Inc. will be used to
refinance the company's existing debt and pay its owners a
dividend.

Worldspan has also entered into a merger agreement with
Travelport.  Upon closing of the proposed credit facility, the 'B'
ratings on Worldspan's existing $490 million secured credit
facility and $300 million secured floating rate notes will be
withdrawn.  Existing ratings on Worldspan remain on CreditWatch
with developing implications, where they were placed on
Dec. 7, 2006, based on reports of its proposed merger with
Travelport and its recapitalization.

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

"If a larger-than-expected portion of Worldspan's business were to
migrate to its competitors, resulting in a weaker operating
performance, ratings could be lowered, although we consider this
outcome less likely."

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.

The ratings on Worldspan reflect its weak financial profile and
limited financial flexibility after several recapitalizations, in
which debt was used to redeem preferred stock held by the
company's owners and to pay them a dividend of approximately
$600 million.

Worldspan does benefit from its leading position in processing on-
line travel bookings, the fastest-growing segment of the travel
distribution industry.  This segment accounts for
approximately 45% of Worldspan's revenues.


ZNET FINANCIAL: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Integrus Mortgage, LLC
             aka Znet Financial, LLC
             fka Znet Financial Services, Inc.
             4001 Presidential Parkway, Suite 1506
             Atlanta, GA 30340

Bankruptcy Case No.: 06-75833

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Henderson Mill, LLC                        06-75832
      Miami Entertainment, Inc.                  06-75834
      United Housing, LLC                        06-75835
      Zohouri Developments Asbury Commons, LLC   06-75836

Type of Business: The Debtor delivers low-rate, low-fee mortgages
                  to customers via e-commerce and personal
                  service.

Chapter 11 Petition Date: December 5, 2006

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtors' Counsel: Rodney L. Eason, Esq.
                  The Eason Law Firm
                  Suite 200, 6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Integrus Mortgage, LLC       $1 Million to       $1 Million to
                             $100 Million        $100 Million

Henderson Mill, LLC          $1 Million to       $1 Million to
                             $100 Million        $100 Million

Miami Entertainment, Inc.    $1 Million to       $1 Million to
                             $100 Million        $100 Million

United Housing, LLC          $1 Million to       $1 Million to
                             $100 Million        $100 Million

Zohouri Developments         $1 Million to       $1 Million to
  Asbury Commons, LLC        $100 Million        $100 Million

A. Integrus Mortgage, LLC's Two Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Regions Bank                  Bank loan                 $200,000
6637 Roswell Road
Atlanta, Georgia 30328

Dekalb County Tax Commission  Property taxes             $36,340
P.O. Box 100004
Decatur, GA 30031


B. Henderson Mill, LLC's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dekalb County Tax Commission  Property taxes            $164,792
P.O. Box 100004
Decatur, GA 30031


C. Miami Entertainment, Inc.'s Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dekalb County Tax Commission  Property taxes             $51,648
P.O. Box 100004
Decatur, GA 30031


D. United Housing, LLC's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fulton County Tax Commission  Property taxes              $6,800
141 Pryor Street
Atlanta, GA 30303


E. Zohouri Developments Asbury Commons, LLC's Largest Unsecured
   Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dekalb County Tax Commission  Property taxes            $195,029
P.O. Box 100004
Decatur, GA 30031


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 11, 2007
   BEARD AUDIO CONFERENCES
      Diagnosing Problems in Troubled Companies: Evaluating
      Turnaround Potential and Establishing the Basis for
      Actionable, Achievable Solutions
         Contact: 240-629-3300 or
                  http://www.beardaudioconferences.com

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 8-9, 2007
   EUROMONEY
      Leveraged Finance Asia
         JW Marriott Hong Kong
            Contact: http://www.euromoneyplc.com/

February 21-22, 2007
   EUROMONEY
      Euromoney Pakistan Conference
      Perceptions & Realities
         Marriott Hotel, Islamabad, Pakistan
            Contact: http://www.euromoneyplc.com/

February 22, 2007
   EUROMONEY
      2nd Annual Euromoney Japan Forex Forum
         Mandarin Oriental, Tokyo, Japan
            Contact: http://www.euromoneyplc.com/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 1, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 2, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Bankruptcy Battleground West
         Regency Beverly Wilshire, Los Angeles, CA
            Contact: http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 21-22, 2007
   EUROMONEY
      2nd Annual Vietnam Investment Forum
         Melia, Hanoi, Vietnam
            Contact: http://www.euromoneyplc.com/

March 21-22, 2007
   EUROMONEY
      Euromoney Indian Financial Market Congress
         Grand Hyatt, Mumbai, India
            Contact: http://www.euromoneyplc.com/

March 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "The Six Keys of Sustained Profitable Growth"
      Rodney Page, Senior Partner of Blue Springs Partners
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         JW Marriott, Washington, DC
            Contact: http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      "Why Prospects Become Clients"
      Mark Fitzgerald, President of Sales Training Institute Inc
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

April 26-28, 2007
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Philadelphia, PA
            Contact: http://www.ali-aba.org

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 4, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton US Custom House, SDNY
         New York, NY
            Contact: http://www.abiworld.org/

May 7, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center
         New York, NY
            Contact: http://www.abiworld.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25-28, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Southeast Bankruptcy Workshop
         The Sanctuary, Kiawah Island, SC
            Contact: http://www.abiworld.org/

August 9-11, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      3rd Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
         Cambridge, MD
            Contact: http://www.abiworld.org/

September 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Southwest Bankruptcy Conference
         Four Seasons
         Las Vegas, NV
            Contact: http://www.abiworld.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

April 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, DC
            Contact: http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, MI
            Contact: http://www.abiworld.org/

August 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, FL
            Contact: http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
         Tucson, AZ
            Contact: http://www.abiworld.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Contact: http://www.beardaudioconferences.com
                  240-629-3300

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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.

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