TCR_Public/061214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 14, 2006, Vol. 10, No. 297

                             Headlines

ADELPHIA COMMS: Files First Modified Fifth Amended Joint Plan
ADVANSTAR COMMS: Earns $1.1 Million in 2006 Third Quarter
AFFINION GROUP: Good Performance Cues Moody's Positive Outlook
AGRICORE UNITED: Board Recommends Rejection of Saskatchewan Bid
AMERIGAS PARTNERS: Earns $91.2 Million in Year Ended Sept. 30

ANTHONY CLARK: Sells Unprofitable Schuneman Insurance Agency
AR SACATON: Case Summary & 19 Largest Unsecured Creditors
ASSET BACKED: Moody's Places Low-B Ratings on Two Cert. Classes
ASSET SECURITIZATION: Fitch Holds Junk Rating on $5.7MM Debentures
ASSOCIATED MATERIALS: Earns $14.6 Million in 2006 Third Quarter

ATLANTIC WINES: Posts $142,758 Net Loss in Qtr. Ended Sept. 30
BANC OF AMERICA: S&P Takes Rating Action on Various Cert. Classes
BEAR STEARNS: Fitch Holds Low-B Ratings on $24.3 Mil. of Debts
BEAR STEARNS: Fitch Lifts Rating on $5.8MM Class L Certs. to BB-
BEAR STEARNS: S&P Rates $2.3 Million Class B Certificates at BB

CALPINE CORP: Can Intervene in Rosetta-Pogo Adversary Proceeding
CAPITAL GROWTH: Incurs $3.3MM Net Loss in Quarter Ended Sept. 30
CARGO CONNECTION: Sept. 30 Balance Sheet Upside Down by $9.3 Mil.
CATHOLIC CHURCH: Ronald Dandar's Claim Draws Fire in Portland
CATHOLIC CHURCH: Parties File Reply Brief to Bankr. Court's Ruling

CELESTICA INC: Expects Lower 2006 4th Qtr. Revenues and Profits
CELLNET TECHNOLOGY: Moody's Holds Corporate Family Rating at B2
CLEAR CHOICE: Farber & Hass Raises Going Concern Doubt
COLLINS & AIKMAN: Taps Leading Bidder for Soft Trim Biz Purchase
CONTINENTAL AIRLINES: In Talks with UAL Corp for Possible Merger

COREL CORP: Acquires InterVideo Inc. for $198.6 Million Cash
CREDIT SUISSE: Fitch Holds Junk Rating on $14-Mil. Class I Certs.
CROWN HOLDINGS: Gets Noteholders' Consent to Incur $200-Mil. Debt
CWABS ASSET: Moody's Rates Class B Certificates at Ba1
CWABS ASSET: Moody's Places Ba1 Rating on Class B Certificates

CYBER DEFENSE: Posts $15.9 Mil. Net Loss in 2006 Third Quarter
DOLLARAMA GROUP: S&P Rates $200-Million Senior Notes at B-
ENERGYTEC INC: Posts $893,431 Net Loss in Quarter Ended Sept. 30
ENRON CORP: Employee Panel to Recover $2.1MM from Ex-Energy Trader
ENTERGY NEW ORLEANS: Court Terminates Exclusivity Periods

FERRO CORP: Completes Financial Filings for 2006 1st, 2nd Quarters
FORD MOTOR: Talks With Wanxiang Group to Sell Part of ACH's Assets
FORD MOTOR: EVP Mark Schulz Will Retire Early Next Year
FOREST OIL: New Unit Completes $375 Million Term Loan Placement
FTS GROUP: To Restate Annual and Quarterly Financial Statements

GMAC COMMERCIAL: Fitch Junks Rating on $7.8-Mil. Class L Certs.
GMAC COMMERCIAL: Fitch Holds Low-B Ratings on $21.6 Mil. of Debt
GMAC COMMERCIAL: Expected Losses Cue Fitch's Rating Downgrades
GPS INDUSTRIES: Sept. 30 Balance Sheet Upside-Down by $28.05 Mil.
GRAFTECH INT'L: Sells Cathode Business to Alcan for $135 Million

GRANITE BROADCASTING: Wants Akin Gump as Bankruptcy Attorneys
GRANITE BROADCASTING: Wants Houlihan Lokey as Financial Advisor
GREENWICH CAPITAL: S&P Rates $1.5MM Class S Certificates at BB+
HAYES LEMMERZ: Incurs $59.6 Mil. Net Loss in Quarter Ended Oct. 31
HAYES LEMMERZ: South African Operation Receives Ford's Award

HEADLINERS ENT: Equity Deficit Rises to $12.1 Million at Sept. 30
HELLER FINANCIAL: Fitch Affirms Low-B Ratings on $30.3MM of Certs.
HUDBAY MINERALS: $42.24 Mil. or 94% of Sr. Secured Notes Tendered
IMPATH INC: Trustee Discloses Settlement with Asset Purchaser
ISLE OF CAPRI: Earns $3.3 Million in Second Quarter Ended Oct. 29

IVOW INC: Receives Final Delisting Determination from NASDAQ
JAZZ GOLF: Changes Name to 2980304 Canada Pursuant to Assets Sale
JEAN COUTU: Wants Issue on Sr. Notes Transfer to Rite Aid Resolved
KIRKLAND KNIGHT: Wants to Use Madison Capital's Cash Collateral
LINENS HOLDING: Posts $27.4 Million Net Loss in 2006 3rd Quarter

LPATH INC: Net Loss Rises to $1.2 Mil. in Quarter Ended Sept. 30
MAXXAM INC: Sept. 30 Balance Sheet Upside-Down by $200.7 Million
MORGAN STANLEY: Fitch Holds Junk Rating on $6.6-Mil. Debentures
MORGAN STANLEY: S&P Junks Rating on Class N Certificates
MORGAN STANLEY: S&P Assigns Low-B Ratings on $44.3 Mil. of Debt

MOUNTAINEER GAS: Fitch Downgrades Issuer Default Rating to BB+
NASDAQ STOCK: Makes Final $5.3 Billion Bid for LSE; Gets Rejected
NATURADE INC: Hires Winthrop Couchot as Bankruptcy Counsel
NATURADE INC: Disclosure Statement Hearing Set for December 18
NOMURA ASSET: Moody's Assigns Ba1 Rating to Class M-10 Certs.

ON SEMICONDUCTOR: Proposes $400MM Sr. Subordinated Notes Offering
OREGON ARENA: Trail Blazers Pays $14.1 Mil. Under Settlement Pact
PERFORMANCE TRANSPORTATION: Delivers Revised Disclosure Statement
PERFORMANCE TRANSPORTATION: Seeks Expanded Work Scope for FTI
PRIDE INTERNATIONAL: Appoints Kenneth Burke to Board of Directors

PVH CORPORATION: Moody's Lifts Corporate Family Rating to Ba2
QUEBECOR WORLD: Will Offer $400 Mil. of New Sr. Unsecured Notes
QUEBECOR WORLD: S&P Rates Proposed $400 Mil. Senior Notes at B+
RAMP SERIES: Moody's Assigns Ba1 Rating to Class B Certificates
RAPID PAYROLL: Wants Irell & Manella as Special Litigation Counsel

REFCO INC: Judge Drain Extends Removal Period to January 9
REFCO INC: Taps Sonnenschein Nath as Special Litigation Counsel
RISKMETRICS GROUP: Moody's Rates $130-Million Term Loan at B3
RITE AID: Jean Coutu Wants 8.5% Senior Notes Transferred
SAINT VINCENTS: Wants to Assume Amended IT Contracts

SAINT VINCENTS: Wants to Pay Up to $300,000 of Diligence Fees
SAMSONITE CORP: S&P Rates $530 Mil. Sr. Secured Facility at BB-
SATELLITE SECURITY: Restates First and Second Quarter Financials
SOLECTRON CORP: S&P Lifts Corp. Credit Rating to BB- from B+
STRUCTURED ASSET: Poor Performance Cue S&P's Negative CreditWatch

SWIFT & CO: Plant Operations Suspended Due to Immigration Inquiry
TECHNICAL OLYMPIC: Deutsche Bank Seeks Debt Obligations Repayment
TECHNICAL OLYMPIC: Posts $80 Million Net Loss in 2006 3rd Quarter
TUBE CITY: Proposed Buyout Cues Moody's B1 Corp. Family Rating
U.S. ENERGY: Selects Robert Schneider as Independent Member

UAL CORP: In Talks with Continental Airlines for Possible Merger
UNITED COMPONENTS: Moody's Junks Rating on $235MM Unsecured Notes
WACHOVIA BANK: S&P Holds Low-B Ratings on 6 Certificate Classes
WILLOWBEND NURSERY: Court Okays Goldman & Rosen as Panel's Counsel
WILLOWBEND NURSERY: Fifth Third Bank Agrees to Lend $1.1 Million

WORLD HEART: Transfers Listing to Nasdaq Capital Market

* Retired Judge George Bundy Smith Joins Chadbourne & Parke LLP

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

                             *********

ADELPHIA COMMS: Files First Modified Fifth Amended Joint Plan
-------------------------------------------------------------
Adelphia Communications Corporation filed a draft of the First
Modified Fifth Amended Joint Chapter 11 Plan of Reorganization
with the United States Bankruptcy Court for the Southern District
of New York, marked to show changes against the version filed with
the Bankruptcy Court on Oct. 16, 2006.

The revised draft of the Plan shows proposed modifications
reflecting settlements that have been reached with Bank of
America, N.A., certain classes of Bank Syndicate Claims, and the
Class of FrontierVision Holdco Notes Claims, and also contains
changes to clarify certain sections of the Plan and to resolve
certain objections made to confirmation of the Plan.  The Plan is
subject to approval of the Bankruptcy Court.  The hearing to
consider confirmation of the Plan commenced on Dec. 7, 2006.

A full-text copy of the ACOM Debtors' First Modified Fifth Amended
Plan is available for free at http://ResearchArchives.com/t/s?16ee

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

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


ADVANSTAR COMMS: Earns $1.1 Million in 2006 Third Quarter
---------------------------------------------------------
Advanstar Communications Inc. reported $1.1 million of net income
on $96 million of revenues for the third quarter ended Sept. 30,
2006, compared with $5.2 million of net income on $85.7 million of
revenues for the same period in 2005.

The decrease in net income is primarily due to the $16.6 million
increase in operating expenses, which negated sales increases of
$10.4 million.  Increases were recorded in general and
administrative expenses of $9.8 million, in cost of production of
$4.9 million, and in selling, editorial and circulation expenses
of $3.1 million.

Revenue in the third quarter of 2006 increased 12.1% to
$96 million from $85.7 million in the third quarter of 2005.  
Increases were recorded in Fashion and Licensing revenue of
$8.3 million, in Life Sciences revenue of $1.5 million, and in
Powersports revenue of $400,000.

Fashion and Licensing revenue of $51 million increased 19.3% or
$8.3 million from $42.7 million in the third quarter of 2005.  
Revenue from MAGIC Marketplace grew 11.3% or $4.8 million due to
increases in yields, square feet sold and sponsorships.  Revenue
growth of $3.4 million was also generated from the July 2006 New
York Project and POOL events, which were acquired in August 2005.  
The third quarter revenue growth was also attributable to License!
publication growth in revenue of 36.7% driven by an increase in ad
pages over the same quarter of 2005.

Life Sciences revenue of $37.5 million increased 4.2% or $1.5
million from $36.0 million in the third quarter of 2005 primarily
due to a 14.8% revenue growth driven by an increase of 20.2% in ad
pages from the company's primary and dental publications, as well
as the launch of several new publications.  

Powersports revenue of $5 million increased 7.9% or $400,000 from
$4.6 million in the third quarter of 2005.  This increase was
driven primarily by strong growth in automotive publications.  

Cost of production, selling, editorial and circulation expenses in
the third quarter of 2006 increased 17.9% to $52.8 million from
$44.8 million in the third quarter of 2005, mainly attributable to
the $7.2 million increase in Fashion & Licensing expenses which is  
primarily due to the expansion of MAGIC Marketplace, including
POOL and Project Las Vegas and the company's first New York POOL
and Project events.

General and administrative costs increased $9.8 million to $18.7
million in the third quarter of 2006 from $8.9 million in the
third quarter of 2005.  This increase is primarily due to a $5.7
million charge related to the estimated contingent consideration
payments for the Project acquisition and a $2.0 million charge
pursuant to an agreement to settle all future contingent payments
under the POOL asset purchase agreement including the termination
of employment of the former owner of POOL.  Additionally, general
and administrative expenses in the third quarter of 2006 includes
$2.4 million in non-recurring charges related to executive
separation costs, legal claims and property obligations.

At Sept. 30, 2006, the company's balance sheet showed
$746.1 million in total assets, $589.9 million in total
liabilities, and $156.3 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $75 million in total current assets
available to pay $82 million in current liabilities.

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

             http://researcharchives.com/t/s?16e0

As of Sept. 30, 2006, the company had cash and cash equivalents of
$41 million and also had $47.9 million in availability under its
revolving credit facility.

Cash provided by operating activities during the first nine months
of 2006 increased $28.7 million as compared to the first nine
months of 2005 due principally to a reduction in cash interest
payments of $9.2 million, $4.2 million in improved operating
results, an increase in outstanding accounts payable by $4.2
million, other long-term liabilities increases of $4.4 million, an
increase in cash collected in advance of our fourth quarter events
of $3.7 million and $9.1 million in non-recurring cash fees and
expenses related to the repurchase of a portion of the company's
outstanding debt in June 2005, partially offset by declines in
other accrued expenses.

Net cash used in investing activities increased $165.1 million to
$11.8 million in the first nine months of 2006, from $153.3
million provided by investing activities in the first nine months
of 2005.  This increase was principally due to the proceeds
received in the second quarter of 2005 from the sale of the
Portfolio Group.  The company also increased capital expenditures
in 2006 for computer upgrades, applications development and for
build-outs and furnishing of the new downsized office in New York.  

Cash used in financing activities in the first nine months of 2006
was $18.1 million compared to $153.2 million in the first nine
months of 2005.  

In the first nine months of 2006, the company paid $16.2 million
in dividends to its stockholder, Advanstar Inc., to be used for
cash interest payments in April 2006 relating to its 15% senior
discount notes and for a stock and option repurchase from a former
Chief Executive Officer.   The company also repaid the remaining
$9.8 million of its second priority floating rate notes at par in
August 2006.  

The company borrowed $10 million and incurred financing costs of
$1.5 million in connection with the amendment and restatement of
its credit facility in May 2006.  In March 2005, the company
repaid $4.6 million of its outstanding Term Loan B with the 2004
proceeds from the sale of a tradeshow business.  In June 2005, the
company repaid its outstanding Term Loan B of $20.4 million and
repurchased $126.5 million of its floating and fixed rate notes,
using the proceeds from Portfolio Group sale.

             Credit Facility Amendment and Restatement

On May 24, 2006, the company amended and restated its existing
credit facility.  The amended credit facility reduced the
revolving loan commitment amount from $60 million to $50 million,
added a $10 million Term Loan, modified certain restrictive
covenants and extended the maturity date from April 2007 to
May 2009 for the entire Credit Facility.  The amendment also
eliminated the minimum quarterly fixed charge coverage ratio
covenant.

                          About Advanstar

Headquartered in New York, Advanstar Communications Inc. --
http://www.advanstar.com/ -- is a worldwide media company  
providing integrated marketing solutions for the Fashion, Life
Sciences and Powersports industries.  Advanstar serves business
professionals and consumers in these industries with its portfolio
of 87 events, 58 publications and directories, 125 electronic
publications and Web sites, as well as educational and direct
marketing products and services.  Advanstar has roughly 1,000
employees and currently operates from multiple offices in North
America and Europe.

                           *     *     *

Standard & Poor's Ratings Services assigned a bank loan rating of
'B+' to Advanstar's $75 million revolving credit facility due
2009.


AFFINION GROUP: Good Performance Cues Moody's Positive Outlook
--------------------------------------------------------------
Moody's Investors Service revised Affinion Group Inc.'s rating
outlook to positive from stable.

Concurrently, Affinion's B2 corporate family rating, B2
probability of default rating, Ba3, LGD2, 24% senior secured
rating, B3, LGD5, 70% senior unsecured rating, Caa1, LGD6, 91%
senior subordinated rating, and SGL-1 speculative grade liquidity
rating were affirmed.

The positive outlook considers that the pace of Affinion's
operating performance, which has exceeded Moody's expectations to
date, is anticipated to continue into 2007.

Additionally, the positive outlook also reflects voluntary
repayments of the company's term loan resulting in a reduced
leverage position and the stable, recurring revenue stream with
approximately 80% generated from existing and contracted
customers.

Ratings could be upgraded if the strong profitability were to
continue resulting in sustained debt to EBITDA of less than 5X and
free cash flow to debt above 8%.

The outlook would be revised back to stable if Affinion's
operating performance would result in debt to EBITDA remaining
above 5X and free cash flow to debt staying below 8%, as well as
any significant legal or regulatory judgment against the company
or a material loss of an affinity partner.

The affirmation of the company's ratings reflects high leverage,
customer churn, moderate revenue concentration, and legal and
regulatory risks.  Positive ratings consideration acknowledge
Affinion's leading market position, long-term relationships with
affinity partners, recurring revenue base, very good liquidity
position, and operating performance exceeding Moody's
expectations.

Moody's most recent action on Affinion occurred on Sept. 22, 2006
when Probability of Default ratings and Loss Given Default
assessments were assigned to the company as part of the general
roll-out of the LGD product.

Headquartered in Norwalk, Connecticut, Affinion is a leading
direct marketer of value-added membership, insurance and package
enhancement programs and services to consumers.  For the last
twelve months ended Sept. 30, 2006, the company generated EBITDA
of approximately $273 million on revenues of $1.3 billion.


AGRICORE UNITED: Board Recommends Rejection of Saskatchewan Bid
---------------------------------------------------------------
The Agricore United Board of Directors has unanimously recommended
that securityholders reject Saskatchewan Wheat Pool Inc.'s hostile
takeover bid and not tender their securities to the SaskPool
offers.  The Board's recommendation is contained in a Directors'
Circular that will be filed with regulatory authorities.  The
Circular will be mailed to Agricore United securityholders
commencing today.

"The SaskPool offers are not in the best interests of Agricore
United or its securityholders.  The offers are financially
inadequate and significantly undervalue Agricore United.  Further,
under the offers, holders of Agricore United's limited voting
common shares and convertible debentures can only receive SaskPool
shares, not cash.  As such, the value they receive is highly
uncertain and subject to a number of significant risks," says Jon
Grant, Chair of the Special Committee of independent directors of
the Agricore United Board.

SaskPool has made non-cash offers to exchange 1.35 SaskPool shares
for each outstanding Agricore United limited voting common share
and 18 SaskPool shares for each outstanding $100.00 principal
amount of convertible unsecured subordinated debentures.  SaskPool
has offered $24.00 cash for each outstanding preferred share.  The
SaskPool offers are highly conditional and Agricore United
securityholders should refer to the formal offer documents for all
terms and conditions.

                  Reasons for the Recommendation

In making its recommendation, the Agricore United Board considered
many factors, including the report and recommendation of a Special
Committee of independent directors and advice from its financial
advisors, Scotia Capital Inc. and Blair Franklin Capital Partners
Inc., and its legal advisor, Davies Ward Phillips and Vineberg,
LLP.  Among the reasons for the recommendation were:

   -- Scotia Capital and Blair Franklin have each provided their
      opinion that the SaskPool offers are inadequate from a
      financial point of view to holders of limited voting common
      shares and convertible debentures.

   -- The exchange ratio proposed under the SaskPool offers
      significantly undervalues the relative contribution of
      Agricore United to the proposed combined entity.

   -- The SaskPool offers fail to provide Agricore United's
      securityholders with an appropriate change of control
      premium.

   -- Because SaskPool is offering to exchange its shares for
      Agricore United limited voting common shares and convertible
      debentures, the value of the SaskPool offers may be
      negatively affected by downward movements in the price of
      SaskPool shares.

   -- The SaskPool synergies estimate is uncertain and subject to
      significant regulatory and execution risks.

   -- Agricore United has commenced a comprehensive process of
      exploring a range of alternatives to the SaskPool offers
      that may provide greater value to Agricore United
      securityholders.

   -- The SaskPool offers fail to adequately recognize Agricore
      United's strong momentum, superior asset base and attractive
      long-term growth prospects.

A discussion of each of these reasons, as well as other
information, will be provided in the Directors' Circular.  
Securityholders are urged to review the Circular in detail.

In addition, the Board of Agricore United has been advised by
Archer Daniels Midland Company, Agricore United's principal
securityholder holding 28% of the limited voting common shares on
a fully diluted basis, that it has reviewed the SaskPool offers
and considered them, on their current terms, to be inadequate and,
accordingly, does not intend to accept the SaskPool offers.  ADM
also advised Agricore United that, in order to assist the Special
Committee in actively exploring alternatives to maximize
securityholder value, it is open to considering alternative
control transactions involving Agricore United, including from
SaskPool, that fairly value Agricore United's securities.

"One of the conditions of the SaskPool offers is that 75% of all
outstanding limited voting common shares must be tendered," says
Mr. Grant.  "Securityholders should know that as a consequence of
ADM's decision, one of the main conditions of SaskPool's offers
will not be satisfied. Securityholders who have tendered their
Agricore United securities to the SaskPool offers should contact
Georgeson, the information agent retained by Agricore United, for
information on how to withdraw any shares they may have already
tendered."

Brian Hayward, Chief Executive Officer of Agricore United says:
"SaskPool would have you believe that this hostile takeover is the
only way to establish a Canadian agribusiness that can compete
globally.  That is simply not true.  Agricore United is a global
agribusiness with customers in over 50 countries.  By leveraging
our geographically diversified and efficient asset base, we have
captured leading market shares in our grain handling, crop
production services and livestock feed businesses."

"With the recent announcement of record financial results for the
fiscal year ending Oct. 31, 2006, Agricore United has produced
five consecutive years of increased gross profit, EBITDA and cash
flow from operations," continues Mr. Hayward.  "Even through some
very difficult industry conditions, including record droughts, we
have managed to post solid growth for our stakeholders, and we've
paid down our debt in the process.  With the refinancing we
accomplished in 2006, we have the flexibility to capitalize on
existing opportunities to profitably grow this company."

As discussed in the Directors' Circular, the Special Committee,
together with Agricore United's financial advisors and legal
counsel, have commenced a process to evaluate a range of strategic
alternatives that may provide greater value than the SaskPool
offers.  These alternatives may include potential transactions
with one or more third parties, or remaining independent and
pursuing Agricore United's existing strategy as a stand-alone
entity.

"The Board of Directors believes that it is in the best interests
of Agricore United and its securityholders for there to be
sufficient time to permit the Special Committee to conduct a
comprehensive review of the strategic alternatives available to
the company," said Wayne Drul, Chair of the Agricore United Board.  
"The Board advises securityholders that tendering to the SaskPool
offers before the Special Committee and its advisors have an
opportunity to fully explore all available alternatives may
preclude the possibility of a superior alternative emerging."

              Availability of the Directors' Circular

The Directors' Circular contains the Board's recommendation, a
discussion of its reasons for recommending securityholders reject
the SaskPool offers and other information required under
applicable Canadian law.  Securityholders are urged to read the
Directors' Circular in its entirety.  The document will be
available on SEDAR and on Agricore United's website.  Copies of
the Directors' Circular will be mailed to all Agricore United
securityholders beginning Dec. 14, 2006.

The conference call will be digitally recorded and will be
available for re-broadcast until Monday, Jan. 15, 2007.  To access
the playback, call 1-416-695-5800.  The Passcode Number for the
playback is 3207172.

Shareholders who have questions or who may have already tendered
their shares to the SaskPool offer and wish to withdraw them, may
do so by contacting Georgeson, the information agent retained by
Agricore United, toll free at:

North America: 1-866-598-9684

                    About Saskatchewan Wheat

Headquartered in Regina, Saskatchewan Wheat Pool Inc. (TSX:SWP) --
http://www.swp.com/-- is a publicly traded agribusiness.   
Anchored by a prairie-wide grain handling and agri-products
marketing network, the Pool channels Prairie production to end-use
markets in North America and around the world.

                     About Agricore United

Headquartered in Winnipeg, Manitoba, in Canada, Agricore United
Limited (TSX: AU) -- http://www.agricoreunited.com/-- is an agri-
business with extensive operations and distribution capabilities
acrosswestern Canada.  The Company's operations are diversified
into sales of crop inputs and services, grain merchandising,
livestock production services and financial services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Moody's Investors Service affirmed all ratings for Agricore United
and Agricore United Holdings, but changed the outlook to
developing from stable.  Moody's also affirmed Agricore's SGL-2
speculative grade liquidity rating.

In August 2006, Moody's assigned a Ba3 rating to new senior
secured credit facilities for Agricore United and AU Holdings
Inc., a Ba2 rating to Agricore United's $525 million senior
secured revolving credit, and a Ba3 corporate family rating.
Moody's also assigned an SGL-2 speculative grade liquidity rating
to Agricore United.  The outlook on all ratings is stable.


AMERIGAS PARTNERS: Earns $91.2 Million in Year Ended Sept. 30
-------------------------------------------------------------
AmeriGas Partners LP filed its financial statements for the fiscal
year ended Sept. 30, 2006 with the Securities and Exchange
Commission on Dec. 11, 2006.

AmeriGas reported $91.2 million of net income on $2.12 billion of
revenues for the fiscal year ended Sept. 30, 2006, compared to
$60.8 million of net income on $1.96 billion of revenues for
fiscal year 2005.   

Excluding the $17.1 million loss on the early extinguishment of
debt in fiscal 2006 and the previously reported $33.6 million loss
on the early extinguishment of debt and a $7.1 million after-tax
gain on the sale of a terminal in fiscal 2005, AmeriGas Partners
LP reported adjusted net income of $108.3 million in fiscal 2006
compared to adjusted net income of $87.3 million for the previous
fiscal year.  

The partnership's earnings before interest expense, income taxes,
depreciation and amortization, losses on the early extinguishment
of debt and the gain on the terminal sale (adjusted EBITDA) were
$255.0 million in fiscal 2006 and $240.4 million in fiscal 2005.  
EBITDA including the effects of the refinancings and terminal sale
was $237.9 million in fiscal 2006 and $215.9 million in fiscal
2005.

Eugene V. N. Bissell, chief executive officer of AmeriGas, said,
"Our 2006 fiscal year was challenging on many fronts, including
warmer weather and the impact of higher energy prices on customer
conservation and operating costs.  However, we successfully
managed our unit margins and operating expenses to largely offset
those negative factors.  Assuming a return to more normal weather
in fiscal 2007, we expect EBITDA in the range of $265 million to
$275 million."

Revenues increased to $2.12 billion in fiscal 2006 from
$1.96 billion in fiscal 2005 reflecting higher average selling
prices partially offset by lower retail volumes sold.

For the twelve months ended Sept. 30, 2006, retail propane volumes
sold decreased almost 6% to 975 million gallons from 1.035 billion
gallons in the prior year principally due to warmer weather and
price-induced customer conservation.  Nationally, weather was 10%
warmer than normal in fiscal 2006 compared to weather that was
almost 7% warmer than normal in the prior year, according to the
National Oceanic and Atmospheric Administration.  

Total margin increased $32.2 million principally due to higher
average propane unit margins and higher fees in response to
increases in operating expenses.  

Operating and administrative expenses increased primarily as a
result of higher vehicle fuel and lease expenses, higher
compensation and benefits expenses, and higher maintenance and
repair expenses.  These expense increases were partially offset by
a $7.2 million favorable net expense reduction related to general
insurance and litigation, primarily reflecting improved claims
history.

For the fourth quarter of fiscal 2006, the partnership recorded a
seasonal net loss of $27.8 million compared with a loss of
$28.4 million for the prior-year period.  Retail volumes sold in
the quarter were 170.8 million gallons compared to 177.4 million
gallons sold in the prior-year quarter.  EBITDA for the period
increased to $8.8 million from $7.9 million in last year's
quarter.  Revenue for the quarter totaled $391.8 million versus
$359.3 million in the fiscal 2005 quarter principally due to
higher selling prices in response to significantly higher propane
product costs.

At Sept. 30, 2006, the partnership's balance sheet showed
$1.03 billion in total assets, $808.4 million in total
liabilities, and $221.7 million in total stockholders' equity.

The partnership's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.5 million in total current assets
available to pay $28.6 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Sept. 30, 2006, are available
for free at http://researcharchives.com/t/s?16f2

Cash flow from operating activities was $178.0 million in Fiscal
2006 compared to $184.1 million in Fiscal 2005.  Cash flow from
operating activities before changes in operating working capital
was $185.4 million in Fiscal 2006 and $167.5 million in Fiscal
2005.  Cash required to fund changes in operating working capital
totaled $7.5 million compared to cash provided of $16.7 million in
Fiscal 2005..  The change in cash required to fund operating
working capital during Fiscal 2006 primarily reflects the effects
of higher propane product costs on customer accounts receivable
offset by higher customer deposits.

Cash flow used in investing activities was $63.1 million in fiscal
2006 and $55.4 million in fiscal 2005.  The partnership spent
$70.7 million for property, plant and equipment (comprising $23.6
million of maintenance capital expenditures and $47.1 million of
growth capital expenditures) in fiscal 2006 compared to
expenditures of $62.6 million for property, plant and equipment
(comprising $19.3 million of maintenance capital expenditures and
$43.3 million of growth capital expenditures) in fiscal 2005.

Cash flow used by financing activities was $129.3 million in
fiscal 2006 and $70.1 million in fiscal 2005.  During fiscal 2006
the partnership refinanced AmeriGas Propane LP's Series A and
Series C First Mortgage Notes totaling $228.8 million, $59.6
million of the partnership's $60 million 10% Senior Notes due
2006, pursuant to a tender offer, and its $35 million term loan
due Oct. 1, 2006, through the issuance of $350 million of 7.125%
Senior Notes due 2016.  The partnership also incurred a $17.1
million loss on extinguishment of debt in connection with the
refinancing.
  
                     About AmeriGas Partners LP

AmeriGas Partners LP (NYSE:APU) -- http://www.amerigas.com/ -- is  
a retail propane marketer, serving nearly 1.3 million customers
from over 650 locations in 46 states.  UGI Corporation (NYSE:UGI)
through subsidiaries, owns 44% of the Partnership and individual
unitholders own the remaining 56%.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service affirmed its Ba3 corporate family rating
on AmeriGas Partners LP.  Additionally, Moody's affirmed its B1
probability-of-default rating for the company's 7.25% senior
unsecured Global Notes due 2015.


ANTHONY CLARK: Sells Unprofitable Schuneman Insurance Agency
------------------------------------------------------------
Anthony Clark International Insurance Brokers Ltd., through its
wholly owned U.S. subsidiary Addison York Insurance Brokers Ltd.,
sold the fixed assets and customer accounts of the Schuneman
Insurance Agency, its unprofitable Illinois location, in order to
better focus its resources in other existing U.S. locations.

The Schuneman agency represents 6% of consolidated revenues.
Addison York sold the assets for $1,345,715 in exchange for debt
settlement of $1,345,715.

                      About Anthony Clark

Anthony Clark International Insurance Brokers Ltd. (TSX: ACL), --
http://www.anthonyclk.com/-- founded in 1989, operates general  
insurance brokerages in Canada and the United States.  The company
employs insurance brokers to act on behalf of its customers in
seeking to place general insurance coverage comprising property
and casualty insurance with any number of insurance companies.  It
also acquires flagship brokerages, which it integrates into its
existing operations.  Anthony Clark's general insurance brokerages
insure against various types of risks, including automobile,
personal property, commercial property and liability.

On Sept. 8, 2004, the company acquired Vinciguerra Ltd., a
Norfolk, Virginia, based general insurance brokerage.  On
Jan. 12, 2005, it acquired the net assets of Schuneman Insurance
Agency Inc., a Sterling, Illinois, based general insurance
brokerage.  Anthony Clark has expanded through internal growth and
the acquisition of 21 general insurance brokerages and processes
over CDN83,000,000 in insurance premiums for its 57,000 customers.

                         *     *     *

In its interim consolidated financial statements for the three
months ended Sept. 30, 2006, Anthony Clark's balance sheet showed
$16,142,251 in total assets and $17,220,473 in total liabilities
resulting in a $1,078,222 in stockholders' deficiency.


AR SACATON: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: AR Sacaton, LLC
             1150 North Seventh Avenue
             Tucson, AZ 85705

Bankruptcy Case No.: 06-20775

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Southern Peru Holdings, LLC                06-20774
      ASARCO Exploration Company, Inc.           06-20776

Type of Business: The Debtors are affiliates of ASARCO LLC.  

                  ASARCO LLC is an integrated copper mining,
                  smelting and refining company whose ultimate
                  parent is Grupo Mexico S.A. de C.V.

                  ASARCO LLC filed for chapter 11 protection on
                  Aug. 9, 2005 (Bankr. S.D. Tex. Case No.
                  05-21207).  Lac d'Amiante Du Quebec Ltee, CAPCO
                  Pipe Company, Inc., Cement Asbestos Products
                  Company, Lake Asbestos of Quebec, Ltd., and LAQ
                  Canada, Ltd., also affiliates  of ASARCO LLC,
                  filed for chapter 11 protection on April 11,
                  2005 (Bankr. S.D. Tex. Case Nos. 05-20521
                  through 05-20525).  

                  Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No.
                  05-21304), Encycle, Inc., and ASARCO Consulting,
                  Inc. (Bankr. S.D. Tex. Case No. 05-21346) also
                  filed for chapter 11 protection.  On Oct. 24,
                  2005, Encycle/Texas' case was converted to a
                  Chapter 7 liquidation proceeding. The Court
                  appointed Michael Boudloche as Encycle/Texas,
                  Inc.'s Chapter 7 Trustee.  See
                  http://www.asarco.com/

Chapter 11 Petition Date: December 12, 2006

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtors' Counsel: Romina L. Mulloy, Esq.
                  Baker Botts L.L.P.
                  2001 Ross Avenue Dallas, TX 75201-2980
                  Tel: (214) 953-6500
                  Fax: (214) 953-6503

                        Estimated Assets       Estimated Debts
                        ----------------       ---------------
AR Sacaton, LLC         $10 Million to         More than
                        $50 Million            $100 Million

Southern Peru           Less than $50,000      More than
  Holdings, LLC                                $100 Million

ASARCO Exploration      $500,000 to            More than
  Company, Inc.         $1 Million             $100 Million

A. AR Sacaton, LLC's Six Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty      Pension               Undetermined
Corporation
1200 K. Street Northwest
Suite 310
Washington, DC 20005-4026

TrueStone America             Tenant                Undetermined
280 Roadway
Providence, RI 02903

Pinal County Treasurer        Property tax          Undetermined
P.O. Box 729
Florence, AZ 85232-0729

Arizona Public Service        Electricity service   Undetermined
P.O. Box 2907                 agreement
Phoenix, AZ 85026-2907

QWest                         Telecomm.             Undetermined
P.O. Box 29060                contract
Phoenix, AZ 85038-9060

ASARCO LLC                    Intercompany          Undetermined
1150 North 7th Avenue
Tucson, AZ 85705

B. Southern Peru Holdings, LLC's Seven Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty      Pension               Undetermined
Corporation
1200 K. Street Northwest
Suite 310
Washington, DC 20005-4026

U.S. Department of Justice    Party to the          Undetermined
Envtl. Enforcement Section    Consent Decree
Environmental & Natural       dated Feb. 2, 2003
Resources Division            in "United States of
P.O. Box 7611                 America v. ASARCO,
Ben Franklin Street           Inc. and Southern
Washington, DC 20044          Peru Holdings Corp.,
Ref. DOJ File No.             No. CV 02-2079"
90-11-3-128/5

Regional Solicitor            Notice Party to the   Undetermined
U.S. Department of the        Consent Decree dated
Interior                      Feb. 2, 2003 in
500 Northeast Multnomah       "United States of
Suite 607                     America v. ASARCO,
Portland, OR  97232           Inc. and Southern
                              Peru Holdings Corp.,
                              No. CV 02-2079"

Environmental Protection      Notice Party to the   Undetermined
Agency                        Consent Decree dated
Office of Site Remediation    Feb. 2, 2003 in
Enforcement                   "United States of
Regional Support Division     America v. ASARCO,
(MC2272A)                     Inc. and Southern
Ariel Rios Building South,    Peru Holdings Corp.,
1200 Pennsylvania Avenue NW   No. CV 02-2079"
Washington, DC 20460

U.S. Department of            Notice Party to the   Undetermined
Agriculture                   Consent Decree dated
USDA Office of the            Feb. 2, 2003 in
General Counsel               "United States of
740 Simms Street, Room 309    America v. ASARCO,
Golden, CO 80401              Inc. and Southern
                              Peru Holdings Corp.,
                              No. CV 02-2079"

The Coeur d' Alene Tribe      Secured Party in the  Undetermined
850 A Street                  Southern Peru
P.O. Box 408                  Holdings Corporation
Plummer, ID 83851             Security Agreement
                              Dated Mar. 31, 2003,
Howard A. Funke               which granted a lien
Funke & Work                  on certain promissory
424 Sherman Avenue            note that has since
Suite 308                     been assigned to
P.O. Box 969                  ASARCO LLC by
                              agreement

ASARCO LLC                    Intercompany          Undetermined
1150 North 7th Avenue
Tucson, AZ 85705


C. ASARCO Exploration Company, Inc.'s Six Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty      Pension               Undetermined
Corporation
1200 K. Street Northwest
Suite 310
Washington, DC 20005-4026

Faulkner Resources Pty. Ltd.  Contractual           Undetermined
P.O. Box 181, Floreat Forum
Western Australia, Australia
6014

CSA Group Ltd.                Consultants           Undetermined
CSA House
7 Dundrum Business Park
Windy Arbour, Dundrum,
Dublin 14, Ireland

Australian Taxing Authority   Property tax          Undetermined
GPO Box 9990, Floreat Forum
Western Australia, Australia
6014

Irish Taxing Authority        Taxes                 Undetermined
CSA Group Ltd.
CSA House
7 Dundrum Business Park
Windy Arbour, Dundrum,
Dublin 14, Ireland

ASARCO LLC                    Intercompany          Undetermined
1150 North 7th Avenue
Tucson, AZ 85705


ASSET BACKED: Moody's Places Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Asset Backed Securities Corporation Home
Equity Loan Trust, Series MO 2006-HE6 and ratings ranging from Aa1
to Ba2 to the subordinate certificates in the deal.

The securitization is backed by Nationstar Mortgage, Argent
Mortgage Company, LCC, and Ameriquest Mortgage Company originated,
adjustable-rate and fixed-rate, subprime mortgage loans acquired
by DLJ Mortgage Capital, 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.  

The ratings also benefit from the interest-rate swap agreement
provided by Credit Suisse International.

Moody's expects collateral losses to range from 5% to 5.5%.

Nationstar Mortgage LLC and Select Portfolio Servicing, Inc. will
service the loans, and Wells Fargo Bank, N.A. will act as master
servicer. Moody's has assigned SPS its servicer quality rating of
SQ2- as a servicer of subprime mortgage loans.

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

These are the rating actions:

   * Asset Backed Securities Corporation Home Equity Loan Trust,
     Series MO 2006-HE6

   * Asset Backed Pass-Through Certificates, Series MO 2006-HE6

                       Class A1, Assigned Aaa
                       Class A2, Assigned Aaa
                       Class A3, Assigned Aaa
                       Class A4, Assigned Aaa
                       Class A5, Assigned Aaa
                       Class M1, Assigned Aa1
                       Class M2, Assigned Aa2
                       Class M3, Assigned Aa3
                       Class M4, Assigned A1
                       Class M5, Assigned A2
                       Class M6, Assigned A2
                       Class M7, Assigned A3
                       Class M8, Assigned Baa1
                       Class M9, Assigned Baa2
                       Class M10, Assigned Ba1
                       Class M11, Assigned Ba2


ASSET SECURITIZATION: Fitch Holds Junk Rating on $5.7MM Debentures
------------------------------------------------------------------
Fitch upgrades this class of Asset Securitization Corp.'s
Commercial Mortgage Pass-Through Certificates, Series 1997-MDVII:

   -- $40.0 million class A-3 to 'A+' from 'BBB-'.

Also, Fitch affirms these classes:

   -- $185.2 million class A-1B at 'AAA';
   -- Interest only class PS-1 at 'AAA'; and,
   -- $42.5 million class A-2 at 'AAA';

The $5.7 million class A-4 remains at 'C/DR2'.

Classes A-5 and A-6 have been reduced to zero due to realized
losses.

Fitch does not rate classes B-1 and B-1H.

The upgrade of class A-3 is due primarily to paydown resulting
from the payoff of the Insurance Company of the West loan, which
paid off in full with the November 2006 remittance.

The transaction now consists of three loans, two of which, 101
Hudson and the International Design Center have been fully
defeased.  The sole non-defeased loan remaining in the transaction
is the Innkeepers portfolio which represents 20.8% of the overall
deal balance.

Performance of the Innkeepers portfolio continues to recover from
the recent industry wide downturn and operating results are now in
line with issuance.  Fitch's stressed net cash flow for the
trailing twelve months ended September 2006 is up approximately 5%
over year-end 2005.

Additionally, revenue per available room has increased 6% over YE
2005 and 21% over YE 2004.

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


ASSOCIATED MATERIALS: Earns $14.6 Million in 2006 Third Quarter
---------------------------------------------------------------
Associated Materials Inc. recently reported its financial
statements for the third quarter and nine months ended
Sept. 30, 2006.

Net income for the third quarter of 2006 was $14.6 million,
compared to net income of $11.7 million for the same period in
2005.  Net income was $31 million for the nine months ended
Sept. 30, 2006 compared to net income of $12.1 million for the
same period in 2005.

Third quarter net sales increased to $343.4 million from net sales
of $328.2 million for the same period in 2005.  For the nine
months ended Sept. 30, 2006, net sales were $951 million, or 10.3%
higher than net sales of $862.2 million for the same period in
2005.  

EBITDA for the third quarter of 2006 was $39.7 million.  This
compares to EBITDA of $30.6 million for the same period in 2005.
Adjusted EBITDA for the third quarter of 2006 was $40.0 million
compared to adjusted EBITDA of $32.4 million for the same period
in 2005.  Adjusted EBITDA for the third quarter of 2006 excludes
$100,000 of amortization related to prepaid management fees and
$100,000 of foreign currency losses.  Adjusted EBITDA for the same
period in 2005 excludes $1 million of amortization related to
prepaid management fees, $300,000 of foreign currency losses, and
one-time costs of $500,000 associated with the closure of the
company's Freeport, Texas manufacturing facility.

Tom Chieffe, President and Chief Executive Officer, commented, "We
are pleased with our third quarter performance, which demonstrates
continued improvement versus our prior year results.  This
improvement was achieved despite relatively difficult market
conditions for the quarter."

Mr. Chieffe continued, "The overall housing market has experienced
significant weakness during the third quarter and to date in the
fourth quarter.  We believe the negative macroeconomic factors
relating to our industry will continue for the foreseeable future;
accordingly, we will continue to aggressively manage our working
capital and spending levels throughout our business."
    
Net sales increased 4.6%, or $15.2 million, during the third
quarter of 2006 compared to the same period in 2005 driven
primarily by the continued realization of selling price increases
implemented in late 2005 and early 2006, continued unit volume
growth in the company's vinyl window operations, as well as the
benefit from the stronger Canadian dollar, partially offset by
decreased unit volumes in the company's vinyl siding operations.

Selling, general and administrative expense increased to
$50.7 million, or 14.8% of net sales, for the third quarter of
2006 versus $48.6 million, or 14.8% of net sales, for the same
period in 2005.  Selling, general and administrative expense
includes amortization of prepaid management fees of $100,000 and
$1.0 million for the third quarters of 2006 and 2005,
respectively.  The increase in selling, general and administrative
expense was due primarily to increased expenses in the company's
supply center network, including increased payroll costs and
building and truck lease expenses, as well as increases in EBITDA-
based incentive compensation programs and marketing expenses.  
Income from operations was $34.4 million for the third quarter of
2006 compared to $25.6 million for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $881.2
million in total assets, $612 million in total liabilities, and
$269.2 million in total stockholders' equity.

At Sept. 30, 2006, the company had cash and cash equivalents of
$12.5 million and available borrowing capacity of approximately
$80 million under the revolving portion of its credit facility.
Outstanding letters of credit as of Sept. 30, 2006 totaled $10
million securing various insurance letters of credit.

                     About Associated Materials

Associated Materials Inc. -- http://www.associatedmaterials.com--
manufactures exterior residential building products which are
distributed through company-owned distribution centers and
independent distributors across North America.  The company
produces a range of vinyl windows, vinyl siding, aluminum trim
coil, aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  The company is a privately held, wholly-
owned subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH Holdings Inc., which is a wholly-
owned subsidiary of AMH Holdings II Inc., which is controlled by
affiliates of Investcorp S.A. and Harvest Partners Inc.

Founded in 1982, Investcorp S.A. -- http://www.investcorp.com--  
is a global investment group with offices in New York, London and
Bahrain.  The firm has four lines of business: corporate
investment, real estate investment, asset management and
technology investment.  

Harvest Partners Inc. -- http://www.harvpart.com-- is a private  
equity investment firm with a long track record of building value
in businesses and generating attractive returns on investment.
Founded in 1981, Harvest Partners has approximately $1 billion of
invested capital under management.

                           *     *     *

Moody's downgraded the ratings of Associated Materials Inc. and
its holding company AMH Holdings, Inc.  AMH Holdings' corporate
family rating and ratings on the AMI's senior secured credit
facilities were downgraded to B3 from B2, effective Jan. 19, 2006.
Moody's said the ratings outlook is stable.


ATLANTIC WINES: Posts $142,758 Net Loss in Qtr. Ended Sept. 30
--------------------------------------------------------------
Atlantic Wine Agencies Inc. has filed its quarterly financial
statements for the three-month period ended Sept. 30, 2006, with
the Securities and Exchange Commission.

The company reported a $142,758 net loss on $44,640 of revenues
for the three-month period ended Sept. 30, 2006, compared to a net
loss of $442,441 on $237,058 of total revenues for the same
quarter in 2005.

At Sept. 30, 2006, the company's balance sheet showed $3,520,971
in total assets, $1,715,746 in total liabilities, and a $1,805,225
stockholders' equity.

The company also had an accumulated deficit of $6,346,709 for the
current quarter.  To mitigate this, the company plans to raise
capital through the equity markets to fund future operations and
the generating of revenue through its business.

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?16ef

                         Going Concern

As reported on the Troubled Company Reporter on July 20, 2006,
Meyler & Company, LLC, in Middletown, New Jersey, raised
substantial doubt about Atlantic Wine Agencies, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended March 31,
2006, and 2005.  The auditor pointed to the company's losses since
inception and uncertainties over its ability to obtain additional
capital and operate successfully.
                                 
                      About Atlantic Wine
                         
Headquartered in London, Atlantic Wine Agencies, Inc. --  
http://www.atlanticwineagencies.com/-- is a public listed company  
supported by a small group of key investors who are passionate
wine enthusiasts.  The company purchased Mount Rozier Estatem, a
world-class vineyard estate in Stellenbosch, South Africa, in
February 2004.  The group has two key business areas: a brand
building wine business and a leisure/lifestyle development
business.  Each is operated separately with management and
organizations within the group under the control of the main
board.


BANC OF AMERICA: S&P Takes Rating Action on Various Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 38
classes of mortgage pass-through certificates from 10 Banc of
America Mortgage Trust transactions.

At the same time, the ratings on class 5-B-5 from series 2004-2
and class 3-B-5 from series 2004-9 were placed on CreditWatch with
negative implications.

Concurrently, the ratings on various Banc of America Mortgage
Trust transactions were affirmed.

The upgrades reflect rapid prepayments and good performance of the
mortgage loan pools.  All of the series with raised ratings have
paid down to less than 36% of their original pool size. Projected
credit support percentages range from 1.74x to 4.86x the levels
associated with the higher rating categories and should be
sufficient to support the certificates at the higher rating
levels.

Cumulative realized losses are very low for all of the upgraded
series, with a maximum of 0.10% of the original pool balance,
while total delinquencies ranged from 0.00% to 2.91% of the
current pool balances.

Only four deals contain mortgage loans that are severely
delinquent, with the highest at 0.45%.  In addition, the
underlying pools of mortgage loans have performed very well.
     
The CreditWatch placements of the ratings on class 5-B-5 from
series 2004-2 and class 3-B-5 from series 2004-9 reflect large
balances of mortgage loans that are 60 days or more delinquent
compared with the remaining subordination credit support provided.

For series 2004-2, approximately $368,000 of the loans are
60-plus-days delinquent, compared with $23,861 of remaining credit
support.

For series 2004-9, $473,000 of the loans are 90-plus-days
delinquent, compared with $93,224 of remaining credit support.

Standard & Poor's will continue to closely monitor the performance
of these transactions.

Standard & Poor's will downgrade the classes with ratings on
CreditWatch if the delinquent mortgage loans cause realized
losses.  

However, if the delinquent mortgage loans become current or do not
result in large realized losses, Standard & Poor's  will affirm
the ratings and remove them from CreditWatch.

The affirmations are based credit support levels that are adequate
to maintain the current ratings.  Credit support for all of these
transactions is provided by subordination.  The underlying
collateral backing the certificates consists of fixed- or
adjustable-rate, first-lien mortgage loans secured by one- to
four-family residential properties.

                         Ratings Raised
   
                 Banc Of America Mortgage Trust
               Mortgage pass-through certificates

                                    Rating
                                    ------
                Series    Class   To      From
                ------    -----   --      ----
                2003-2    1-B-2   AA-     A+
                2003-2    1-B-3   A-      BBB+    
                2003-2    1-B-4   BB+     BB
                2003-2    2-B-2   AA-     A+
                2003-2    2-B-3   A-      BBB+
                2003-2    2-B-4   BB+     BB
                2003-3    1-B-1   AA+     AA
                2003-3    1-B-2   A+      A
                2003-3    1-B-3   BBB+    BBB
                2003-3    1-B-4   BB+     BB
                2003-5    3-B-1   AAA     AA
                2003-5    3-B-2   AAA     A
                2003-5    3-B-3   AA+     BBB
                2003-B    B-1     AAA     AA+
                2003-B    B-3     A       A-   
                2003-B    B-4     BBB-    BB+    
                2003-B    B-5     B+      B
                2003-C    B-2     AA      AA-   
                2003-C    B-3     A-      BBB+  
                2003-C    B-4     BBB-    BB+
                2003-D    B-2     AA-     A+      
                2003-D    B-3     A-      BBB+    
                2003-D    B-4     BBB-    BB+
                2003-D    B-5     B+      B
                2003-E    B-1     AA+     AA
                2003-E    B-2     A+      A
                2003-E    B-3     BBB+    BBB
                2003-E    B-4     BB+     BB
                2003-F    B-1     AA+     AA
                2003-F    B-2     A+      A
                2003-F    B-3     BBB+    BBB
                2003-F    B-4     BB+     BB
                2004-1    5-B-1   AA+     AA
                2004-1    5-B-2   AA      A
                2004-1    5-B-3   BBB+    BBB
                2004-2    5-B-1   AA+     AA
                2004-2    5-B-2   AA-     A
                2004-2    5-B-3   BBB+    BBB
                 
            Ratings Placed On Creditwatch Negative
    
                Banc Of America Mortgage Trust  
             Mortgage pass-through certificates
             
                                     Rating
                                     ------
         Series     Class       To              From
         ------     -----       --              ----
         2004-2     5-B-5       B/Watch Neg     B
         2004-9     3-B-5       B/Watch Neg     B

                        Ratings Affirmed
    
                 Banc Of America Mortgage Trust  
              Mortgage Pass-Through Certificates

   Series    Class                                      Rating
   ------    -----                                      ------
   2003-1    1-A-5,1-A-6,1-A-7                          AAA
   2003-1    1-A-8,1-A-9,1-A-10,1-A-11,1-A-12,1-A-13    AAA
   2003-1    1-A-14,1-A-15,1-A-16,1-A-17,1-A-WIO        AAA
   2003-1    2-A-1,2-A-2,2-A-3,2-A-4,2-A-5,2-A-6,2-A-7  AAA
   2003-1    2-A-8,2-A-WIO,A-PO                         AAA
   2003-1    2-B-1                                      AA+
   2003-1    2-B-2                                      AA
   2003-1    2-B-3                                      A
   2003-2    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-7        AAA
   2003-2    1-A-8,1-A-11,1-A-12                        AAA
   2003-2    1-A-14,1-A-WIO                             AAA
   2003-2    2-A-1,2-A-2,2-A-3,2-A-4,2-A-WIO,A-PO       AAA
   2003-2    1-B-1,2-B-1                                AA+
   2003-2    1-B-5,2-B-5                                B
   2003-3    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2003-3    1-A-8,1-A-WIO,2-A-1,2-A-2,2-A-3,2-A-4      AAA
   2003-3    2-A-WIO,A-PO                               AAA
   2003-3    1-B-5                                      B
   2003-4    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2003-4    1-A-8,1-A-9,1-A-10,1-A-11,1-A-12,1-A-13    AAA
   2003-4    1-A-14,1-A-15,1-A-16,1-A-17,1-A-18,1-A-19  AAA
   2003-4    1-A-20,1-A-21,1-A-22,1-A-23,1-A-24,1-A-25  AAA
   2003-4    1-A-26,1-A-27,1-A-28,1-A-29,1-A-30,1-A-31  AAA
   2003-4    1-A-32,1-A-33,1-A-34,1-A-35,1-A-36,1-A-37  AAA
   2003-4    1-A-38,1-A-39,1-A-40,1-A-41,1-A-42,1-A-43  AAA
   2003-4    1-A-44,1-A-45,1-A-46,1-A-47,1-A-48,1-A-49  AAA
   2003-4    1-A-50,1-A-51,1-A-52,1-A-53,1-A-54,1-A-55  AAA
   2003-4    1-A-56,1-A-57,1-A-58,1-A-59,1-A-60,1-A-61  AAA
   2003-4    1-A-62,1-A-63,1-A-64,1-A-65,1-A-66,1-A-67  AAA
   2003-4    1-A-68,1-A-69,1-A-WIO                      AAA
   2003-4    2-A-1,2-A-2,2-A-3,2-A-4,2-A-WIO,A-PO       AAA
   2003-4    1-B-1                                      AA
   2003-4    1-B-2                                      A
   2003-4    1-B-3                                      BBB
   2003-4    1-B-4                                      BB
   2003-4    1-B-5                                      B
   2003-5    1-A-1,1-A-2,1-A-3,1-A-4                    AAA
   2003-5    1-A-8,1-A-9,1-A-13                         AAA
   2003-5    1-A-14,1-A-19                              AAA
   2003-5    1-A-31,1-A-32,1-A-33,1-A-34                AAA
   2003-5    1-A-35,1-A-36,1-A-37                       AAA
   2003-5    1-A-38,1-A-39,1-A-WIO                      AAA
   2003-5    2-A-1,2-A-2,2-A-3,2-A-4,2-A-5,2-A-6,2-A-7  AAA
   2003-5    2-A-8,2-A-WIO,3-A-1,3-A-WIO,A-PO           AAA
   2003-5    1-B-1,2-B-1                                AA
   2003-5    1-B-2,2-B-2                                A
   2003-5    1-B-3,2-B-3                                BBB
   2003-5    1-B-4,2-B-4,3-B-4                          BB
   2003-5    1-B-5,2-B-5,3-B-5                          B
   2003-6    1-A-1,1-A-3,1-A-5,1-A-6,1-A-7              AAA
   2003-6    1-A-8,1-A-9,1-A-10,1-A-11,1-A-12,1-A-13    AAA
   2003-6    1-A-14,1-A-15,1-A-16,1-A-17,1-A-18,1-A-19  AAA
   2003-6    1-A-20,1-A-21,1-A-22,1-A-23,1-A-24,1-A-25  AAA
   2003-6    1-A-26,1-A-27,1-A-28,1-A-29,1-A-30,1-A-31  AAA
   2003-6    1-A-32,1-A-33,1-A-34,1-A-35,1-A-36,1-A-37  AAA
   2003-6    1-A-38,1-A-39,1-A-40,1-A-41                AAA
   2003-6    A-PO,1-A-WIO,2-A-1,2-A-2,2-A-3,2-A-4       AAA
   2003-6    2-A-WIO                                    AAA
   2003-6    1-B-1,2-B-1                                AA
   2003-6    1-B-2,2-B-2                                A
   2003-6    1-B-3,2-B-3                                BBB
   2003-6    1-B-4,2-B-4                                BB
   2003-6    1-B-5,2-B-5                                B
   2003-7    A-1,A-2,A-3,A-WIO,A-PO                     AAA
   2003-7    B-1                                        AA
   2003-7    B-2                                        A
   2003-7    B-3                                        BBB
   2003-7    B-4                                        BB
   2003-7    B-5                                        B
   2003-8    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2003-8    1-A-9,1-A-10,1-A-11,1-A-12,1-A-13          AAA
   2003-8    1-A-WIO,2-A-1,2-A-2,2-A-3,2-A-4            AAA
   2003-8    2-A-5,2-A-6,2-A-WIO                        AAA
   2003-8    3-A-1,3-A-2,3-A-3,3-A-4,3-A-5,3-A-6,3-A-7  AAA
   2003-8    3-A-8,3-A-9,3-A-10,3-A-WIO,A-PO            AAA
   2003-8    2-B-1,3-B-1                                AA
   2003-8    2-B-2,3-B-2                                A
   2003-8    2-B-3,3-B-3                                BBB
   2003-8    2-B-4,3-B-4                                BB
   2003-8    2-B-5,3-B-5                                B
   2003-B    1-A-1,2-A-1,2-A-2                          AAA
   2003-B    2-A-7,2-A-8,2-A-IO,2-A-P,1-WIO             AAA
   2003-B    B-2                                        AA
   2003-C    1-A-1,1-A-2,1-A-3,2-A-1,2-A-2,2-A-3,3-A-1  AAA
   2003-C    AP,WIO                                     AAA
   2003-C    B-1                                        AA+
   2003-C    B-5                                        B+
   2003-D    1-A-1,1-A-2,2-A-1,2-A-2,2-A-3,2-A-4,2-A-5  AAA
   2003-D    2-A-6,3-A-1,AP,WIO                         AAA
   2003-D    B-1                                        AA+
   2003-E    1-A-1,1-A-2,1-A-3,2-A-1,2-A-2              AAA
   2003-E    3-A-1,4-A-1,A-P                            AAA
   2003-E    B-5                                        B
   2003-F    1-A-1,1-A-2,2-A-1,2-A-2,2-A-3              AAA
   2003-F    2-A-4,2-A-5,2-A-6,2-A-7,3-A-1,A-P          AAA
   2003-F    B-5                                        B
   2004-1    1-A-4,1-A-6,1-A-13,1-A-14                  AAA
   2004-1    1-A-15,1-A-16,1-A-17,1-A-18,1-A-19         AAA
   2004-1    2-A-1,2-A-2,3-A-1,4-A-1                    AAA
   2004-1    4-A-2,5-A-1,5-A-IO,A-PO,15-IO,30-IO        AAA
   2004-1    X-B-1,3-B-1                                AA
   2004-1    X-B-2,3-B-2                                A
   2004-1    X-B-3,3-B-3                                BBB
   2004-1    X-B-4,3-B-4,5-B-4                          BB
   2004-1    1-B-5,X-B-5,3-B-5,5-B-5                    B
   2004-2    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2004-2    1-A-8,1-A-9,1-A-10,1-A-11,1-A-12,1-A-13    AAA
   2004-2    2-A-1,2-A-2,2-A-3                          AAA
   2004-2    2-A-4,2-A-5,2-A-6,2-A-7,3-A-1,4-A-1        AAA
   2004-2    5-A-1,5-A-IO,A-PO,15-IO,30-IO              AAA
   2004-2    X-B-1,1-B-1                                AA
   2004-2    X-B-2,1-B-2                                A
   2004-2    X-B-3,1-B-3                                BBB
   2004-2    1-B-4,X-B-4,3-B-4,5-B-4                    BB
   2004-2    1-B-5,X-B-5,3-B-5                          B
   2004-4    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2004-4    1-A-8,1-A-9,1-A-10,1-A-11,1-A-12           AAA
   2004-4    2-A-1,2-A-2,2-A-3                          AAA
   2004-4    2-A-4,2-A-5,2-A-6,3-A-1,3-A-2,3-A-3,3-A-4  AAA
   2004-4    4-A-1,4-A-2,5-A-1,15-IO,30-IO,A-PO         AAA
   2004-4    X-B-1,15-B-1, 30-B-1                       AA
   2004-4    X-B-2,15-B-2,30-B-2                        A
   2004-4    X-B-3,15-B-3,30-B-3                        BBB
   2004-4    X-B-4,15-B-4,30-B-4                        BB
   2004-4    X-B-5,15-B-5,30-B-5                        B
   2004-5    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2004-5    1-A-8,1-A-9,1-A-PO,1-30-IO                 AAA
   2004-5    2-A-1,2-A-2,2-A-3,2-A-4,2-A-PO,2-30-IO     AAA
   2004-5    3-A-1,3-A-2,3-A-3,3-A-4,3-A-5,3-A-6        AAA
   2004-5    3-A-PO,3-15-IO,4-A-1,4-A-PO,4-15-IO        AAA
   2004-5    X-B-1,15-B-1,30-B-1                        AA
   2004-5    X-B-2,15-B-2,30-B-2                        A
   2004-5    X-B-3,15-B-3,30-B-3                        BBB
   2004-5    X-B-4,15-B-4,30-B-4                        BB
   2004-5    X-B-5,15-B-5,30-B-5                        B
   2004-6    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2004-6    1-A-8,1-A-9,1-A-10,1-A-11,1-A-12           AAA
   2004-6    1-A-PO,1-30-IO                             AAA
   2004-6    2-A-1,2-A-2,2-A-3,2-A-4,2-A-5,2-A-6,2-A-7  AAA
   2004-6    2-A-PO,2-30-IO                             AAA
   2004-6    1-B-1,2-B-1                                AA
   2004-6    1-B-2,2-B-2                                A
   2004-6    1-B-3,2-B-3                                BBB
   2004-6    1-B-4,2-B-4                                BB
   2004-6    1-B-5,2-B-5                                B
   2004-7    1-A-5,1-A-6,1-A-12,1-A-13,1-A-14,1-A-15    AAA
   2004-7    1-A-16,1-A-17,1-A-18,1-A-19                AAA
   2004-7    5-A-1,5-A-2,5-A-3                          AAA
   2004-7    5-A-4,5-A-5,5-A-6,5-A-7,5-A-8,5-A-9,5-A-10 AAA
   2004-7    5-A-11,5-A-12,5-A-13,5-A-14,5-A-15,5-A-16  AAA
   2004-7    1-30-IO,5-30-IO,1-X-PO,5-X-PO              AAA
   2004-7    2-A-1,2-A-2,2-A-3,2-A-4,4-A-1              AAA
   2004-7    2-30-IO,4-30-IO,2-X-PO,4-X-PO,4-15-PO      AAA
   2004-7    3-A-1,6-A-1,6-A-2,6-A-3,7-A-1,3-15-IO      AAA
   2004-7    6-15-IO,7-15-IO,3-X-PO,6-X-PO,7-X-PO       AAA
   2004-7    3-15-PO,6-15-PO,7-15-PO                    AAA
   2004-7    15-B-1,X-B-1                               AA
   2004-7    15-B-2,X-B-2                               A
   2004-7    15-B-3,X-B-3                               BBB
   2004-7    15-B-4,X-B-4                               BB
   2004-7    15-B-5,X-B-5                               B
   2004-8    1-A-9,1-A-10                               AAA
   2004-8    1-A-16,1-A-17,1-A-18,1-A-19                AAA
   2004-8    1-A-20,1-B-IO,3-A-1                        AAA
   2004-8    4-A-1,15-PO,15-IO,20-IO                    AAA
   2004-8    5-A-1,5-IO,5-B-IO,5-PO,                    AAA
   2004-8    2-A-1,2-A-2,2-A-3,2-A-4                    AAA
   2004-8    5-B-1,2-B-1                                AA
   2004-8    5-B-2,2-B-2                                A
   2004-8    5-B-3,2-B-3                                BBB
   2004-8    5-B-4,2-B-4                                BB
   2004-8    5-B-5,2-B-5,X-B-5                          B
   2004-9    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2004-9    1-A-8,1-A-9,1-A-10,1-A-11                  AAA
   2004-9    30-IO,X-PO,2-A-1,2-A-2,15-IO,15-PO         AAA
   2004-9    3-A-1,3-PO,3-IO,3-B-IO                     AAA
   2004-9    15-B-1,3-B-1                               AA
   2004-9    15-B-2,3-B-2                               A
   2004-9    15-B-3,3-B-3                               BBB
   2004-9    15-B-4,3-B-4                               BB
   2004-9    15-B-5,30-B-5                              B
   2004-11   1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2004-11   1-A-8,1-A-9,1-A-10,1-A-11,1-A-12,1-A-13    AAA
   2004-11   1-A-14,1-A-15,1-A-16                       AAA
   2004-11   3-A-1,4-A-1,15-PO,20-IO,15-IO,X-PO,30-IO   AAA
   2004-11   2-A-1,2-A-2,5-A-1,5-IO,5-PO                AAA
   2004-11   5-B-1,2-B-1                                AA
   2004-11   5-B-2,2-B-2                                A
   2004-11   5-B-3,2-B-3                                BBB
   2004-11   5-B-4,2-B-4                                BB
   2004-11   5-B-5,2-B-5,X-B-5                          B
   2004-D    1-A-1,1-A-2,2-A-1                          AAA
   2004-D    2-A-2,2-A-4,2-A-5,2-A-6,2-A-7,2-A-8        AAA
   2004-D    2-A-IO,3-A-1                               AAA
   2004-D    B-1                                        AA
   2004-D    B-2                                        A+
   2004-D    B-3                                        BBB
   2004-D    B-4                                        BB
   2004-D    B-5                                        B
   2004-E    1-A-1                                      AAA
   2004-E    2-A-2,2-A-3,2-A-4,2-A-5,2-A-6,2-A-7  AAA
   2004-E    2-A-8,2-A-10,2-A-IO,3-A-1,4-A-1            AAA
   2004-E    B-1                                        AA
   2004-E    B-2                                        A
   2004-E    B-3                                        BBB
   2004-E    B-4                                        BB
   2004-E    B-5                                        B
   2004-F    1-A-1                                      AAA
   2004-F    2-A-1,2-A-2,2-A-3,2-A-4,2-A-5,2-A-6,2-A-7  AAA
   2004-F    2-A-IO,3-A-1,4-A-1                         AAA
   2004-F    B-1                                        AA
   2004-F    B-2                                        A
   2004-F    B-3                                        BBB
   2004-F    B-4                                        BB
   2004-F    B-5                                        B
   2005-2    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6        AAA
   2005-2    1-A-7,1-A-8,1-A-10,1-A-11,1-A-12,1-A-13    AAA
   2005-2    30-IO,30-PO,2-A-1,2-A-2,15-IO,15-PO        AAA
   2005-2    B-1                                        AA
   2005-2    B-2                                        A
   2005-2    B-3                                        BBB
   2005-2    B-4                                        BB
   2005-2    B-5                                        B
   2005-4    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5              AAA
   2005-4    1-A-7,1-A-8,1-A-9.1-A-10,1-A-11,1-A-12     AAA
   2005-4    1-A-13,1-A-R,2-A-1,A-IO,A-PO               AAA
   2005-4    B-5                                        B
   2005-8    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9        AAA
   2005-8    A-10,A-11,A-12,A-13,A-14,A-R,30-IO,30-PO   AAA
   2005-9    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6        AAA
   2005-9    1-A-7,1-A-8,1-A-9,1-A-10,1-A-11,1-A-12,    AAA
   2005-9    1-A-R,30-IO,30-PO,2-A-1,3-A-1,3-A-2,3-A-3  AAA
   2005-9    4-A-1,4-A-2,4-A-3,15-IO,15-PO              AAA
   2005-9    B-1                                        AA
   2005-9    B-2                                        A
   2005-9    B-3                                        BBB
   2005-9    B-4                                        BB
   2005-9    B-5                                        B
   2005-10   1-A1,1-A-2,1-A3,1-A-4,1-A-5,1-A-6,1-A-7    AAA
   2005-10   1-A-8,1-A-9,1-A-10,1-A-11,1-A-12,1-A-13    AAA
   2005-10   1-A-14,1-A-15,1-A-16,1-A17,1-A-18          AAA
   2005-10   1-A-19,1-A-20,1-A-R,30-PO,2-A-1,2-A2       AAA
   2005-10   15-PO,X-IO                                 AAA
   2005-10   B-5                                        B
   2005-H    1-A-1,1-A-2,1-A-R,2-A-1,2-A-2,2-A-3        AAA
   2005-H    2-A-4,2-A-5,3-A-1,3-A-2,4-A-1,4-A-2        AAA
   2005-H    4-A-3                                      AAA
   2005-H    B-5                                        B
   2005-I    1-A-1,1-A-2,1-A-R,2-A-1,2-A-2,2-A-3        AAA
   2005-I    2-A-4,2-A-5,3-A-1,3-A-2,4-A-1,4-A-2        AAA
   2005-I    B-5                                        B
   2005-K    I-A-1,1-A-2,1-A-R,2-A-1,2-A-2,3-A-1        AAA
   2005-K    4-A-1,4-A-2                                AAA
   2005-K    B-5                                        B
   2006-1    A-2,A-3,A-4,A-6                            AAA
   2006-1    M                                          AA
   2006-A    1-A-1,1-A-2,1-A-R,2-A-1,2-A-2,3-A-1        AAA
   2006-A    3-A-2,4-A-1,4-A-2                          AAA
   2006-A    B-5                                        B   


BEAR STEARNS: Fitch Holds Low-B Ratings on $24.3 Mil. of Debts
--------------------------------------------------------------
Fitch Ratings upgraded Bear Stearns Commercial Mortgage
Securities' commercial mortgage pass-through certificates, series
2002-TOP8 as:

   -- $25.3 million class B to 'AAA' from 'AA';
   -- $28.4 million class C to 'A+' from 'A'; and,
   -- $9.5  million class D to 'A' from 'A-'.

In addition, Fitch affirms these classes:

   -- $129.7 million class A-1 'AAA';
   -- $538.8 million class A-2 'AAA';
   -- Interest Only (I/O) classes X-1 and X-2 'AAA';
   -- $11.6 million class E 'BBB+';
   -- $6.3 million class F 'BBB';
   -- $4.2 million class G 'BBB-';
   -- $8.4 million class H 'BB+';
   -- $3.2 million class J 'BB';
   -- $4.2 million class K 'BB-';
   -- $3.2 million class L 'B+';
   -- $3.2 million class M 'B'; and,
   -- $2.1 million class N 'B-'.

Fitch does not rate the $8.4 million class O.

The upgrades are due to an additional 9.2% defeasance, scheduled
amortization, and 2.4% paydown since Fitch's last formal review.

As of the November 2006 distribution date, the pool's aggregate
certificate balance has decreased 6.6% to $786.4 million compared
to $842.2 million at issuance.

There is currently one asset in special servicing.  The asset is
secured by a 182-unit garden style multi-family complex located in
Conyers, Georgia.  The asset has been real estate owned since
August 3, 2004.  The non-rated class O is sufficient to absorb the
Fitch expected loss on this loan.

The seven credit assessed loans remain investment grade.  

80 Park Plaza has defeased since Fitch's last formal review.

Fitch reviewed operating statement analysis reports and other
performance information provided by the master servicer, Wells
Fargo Bank, N.A.  The debt service coverage ratio for the loans
are calculated based on a Fitch adjusted net cash flow and a
stressed debt service based on the current loan balances and a
hypothetical mortgage constant.

One Seaport Plaza is secured by the fee interest in a 35-story,
1.1 million square feet office building located in the insurance
subdistrict of downtown Manhattan, New York.  The loan consists of
a 33.7% pari passu interest in a $182.5 million whole loan.

The Fitch stressed year end DSCR was 1.61x compared to 1.48x at
issuance.  Occupancy as of June 2006 increased to 100% compared to
82% at issuance.

Dulles Towne Crossing is secured by the fee interest in a
737,558 sf power retail center in Sterling, Virginia.  

Wal-Mart, Lowe's, and Sam's own their own buildings and are on
ground leases through 2021 with numerous extension options.

Additional tenants include Best Buy, Nordstrom Rack, Bed,
Bath & Beyond, Dick's Sporting Goods and T.J. Maxx.  

As of January 2006, the property was 100% occupied compared to 99%
at issuance.  The Fitch stressed DSCR as of YE 2005 was 1.46x
compared to 1.39x at issuance.

Flushing Plaza is secured by the fee interest in a 243,092 sf
office building with street level retail in Flushing, New York.
Occupancy as of July 2006 was 94.2% compared to 100% at issuance.
The Fitch stressed DSCR as of YE 2005 decreased to 1.26x from
1.69x at issuance.

Princeton Shopping Center is secured by a 228,679 sf anchored
retail center in Princeton, New Jersey.  Occupancy as of September
2006 was 97.6% compared to 99.2% at issuance.  The Fitch stressed
DSCR as of YE 2005 was 1.61x compared to 1.48x at issuance.

Skyway Terrace Apartments is secured by a 348-unit garden style
apartment complex located in San Jose, California.  Occupancy as
of March 2006 has remained stable at 96% compared to 96.6% at
issuance.  The Fitch stressed DSCR as of YE 2005 decreased to
1.81x from 2.13x at issuance.

TriQuest Business Center is secured by a 205,060 sf industrial
building in Irvine, California.  Occupancy as of January 2006 was
97.0% compared to 92.7% at issuance.  The Fitch stressed DSCR as
of YE 2005 was 1.72x compared to 1.63x at issuance.


BEAR STEARNS: Fitch Lifts Rating on $5.8MM Class L Certs. to BB-
----------------------------------------------------------------
Fitch upgrades and removes from Rating Watch Positive these
classes of Bear Stearns Commercial Mortgage Securities Inc.'s
mortgage pass-through certificates, series 2002-PBW1:

   -- $26.5 million class B to 'AAA' from 'AA+';
   -- $31.1 million class C to 'AAA' from 'A+';
   -- $8.1  million class D to 'AAA' from 'A';
   -- $9.2  million class E to 'AA+' from 'A-';
   -- $13.8 million class F to 'AA-' from 'BBB+';
   -- $13.8 million class G to 'A' from 'BBB'; and,
   -- $16.1 million class H to 'BBB+' from 'BBB-'.

Fitch also upgrades these classes:

   -- $10.4 million class J to 'BBB-' from 'BB';
   -- $3.5  million class K to 'BB+' from 'BB-'; and,
   -- $5.8  million class L to 'BB-' from 'B+'.
   
In addition, Fitch affirms these classes:

   -- $305.8 million class A-1 at 'AAA';
   -- $385.9 million class A-2 at 'AAA';
   -- Interest-only classes X-1 and X-2 at 'AAA';
   -- $9.2 million class M at 'B'; and,
   -- $2.3 million class N at 'B-'.

Fitch does not rate the $13.8 million class P.

The rating upgrades reflect the increased credit enhancement
levels due to additional paydown, amortization and defeasance  
since Fitch's last rating action.

As of the November 2006 distribution date, the pool has paid down
7.2%, to $855.1 million from $921.2 million at issuance.  

To date, 14 loans have defeased, including Belz Outlet Center, the
largest loan in the transaction, which has an investment grade
credit assessment from Fitch.

By outstanding balance, the pool consists of retail, office,
multifamily, industrial, and self storage.  There are currently no
delinquent or specially serviced loans in the pool.

Fitch also reviewed the other two credit assessments loans in
pool, the RREEF Master Trust Portfolio, and the CNL Retail
Portfolio.  Both loans maintain investment grade credit
assessments.

The RREEF Textron Portfolio loan is secured by seven properties
located in various states, including four multifamily complexes,
one retail property, one office building, one industrial portfolio
and one industrial park, totaling 803 units and 1,408,497 square
feet.  

The weighted average portfolio occupancy as of June 2006 was
91.1%, compared to 93.7% at issuance.

The CNL Retail Portfolio loan is secured by five single tenant
retail stores totaling 210,885sf located in Florida and Virginia.
The five tenants in the CNL Retail Portfolio are Barnes & Nobles,
Kash n' Karry, Bed Bath & Beyond, Best Buy, and Borders Books.


BEAR STEARNS: S&P Rates $2.3 Million Class B Certificates at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Small Balance Commercial Mortgage Loan
Trust 2006-1's $106.67 million commercial mortgage pass-through
certificates series 2006-1.

The preliminary ratings are based on information as of Dec. 12,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

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

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.03x, a beginning
LTV of 79.2%, and an ending LTV of 71.3%.  For the purpose of
calculating the number of loans, Standard & Poor's considers each
group of cross-collateralized and cross-defaulted loans as one
loan.

                   Preliminary Ratings Assigned

Bear Stearns Small Balance Commercial Mortgage Loan Trust 2006-1
       
                                              Recommended  
                                              credit
     Class     Rating           Amount(Mil.)  support
     -----     ------           -----------   -----------
     A         AAA              $87.111        18.750%
     A-IO*     AAA                   -          N/A
     M-1       AA                $5.897        13.250%
     M-2       A                 $3.619         9.875%
     M-3       BBB               $6.165         4.125%
     M-4       BBB-              $1.581         2.650%
     B         BB                $2.305         0.500%
     
            *Interest-only class with a notional amount.
                       N/A-Not applicable.


CALPINE CORP: Can Intervene in Rosetta-Pogo Adversary Proceeding
----------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Calpine Corp. and its
debtor-affiliates to intervene unconditionally in the adversary
proceeding filed by Rosetta Resources Inc. against Pogo Producing
Company to ensure that their interests are not prejudiced if the
Pogo Arbitration were to proceed without their participation.

If the Debtors ultimately determine to assume the purchase and
sale agreement with Rosetta, Rosetta has suggested that any
judgment against it in the Pogo Arbitration could result in a
dollar-for-dollar indemnity claim against the Debtors totaling
more than $3,000,000.

On the other hand, if the Debtors reject the PSA, Rosetta would
still seek reimbursement from the Debtors by filing a general
unsecured claim for indemnification or attempt to exercise
purported "offset rights against funds [Rosetta] is holding that
would be owed to Calpine Corporation upon its completion of
certain outstanding obligations under the Rosetta PSA."

                   Pogo Arbitration Should be
                     Stayed, Debtors Assert

The Debtors had asked the Court to:

   (a) extend the automatic stay to the Pogo Arbitration; and

   (b) enjoin the continued prosecution of the Pogo Arbitration
       until the effective date of a plan of reorganization or
       further Court order.

Jeffrey S. Powell, Esq., at Kirkland & Ellis LLP, in New York,
had asserted that the extension of the automatic stay to the Pogo
Arbitration or the injunction of the Pogo Arbitration was
necessary to preserve and protect the Debtors' estates and their
reorganization efforts.

Mr. Powell said that allowing the arbitration panel to proceed may
have:

   * given rise to a dollar-for-dollar claim by Rosetta against
     the Debtors' estates;

   * precluded the Debtors from challenging certain judgments or
     evidentiary findings in subsequent litigation brought
     against them; and

   * burdened the Debtors by imposing discovery and other
     litigation obligations on them.

           Pogo Seeks to Dismiss Adversary Proceeding

Pogo had asserted that there was no "conceivable effect" that
would result from the continuation of the Pogo Arbitration.  
Hence, there was no basis for the Court to exercise its "related
to" jurisdiction.

The claim in arbitration arose under the Pogo PSA, where Calpine
Corporation and Calpine Natural Gas LP, now Rosetta, acting
jointly as sellers, sold certain properties and related production
facilities to Pogo.  When the seller parties acted jointly, unless
otherwise provided, they were jointly and severally liable under
applicable Delaware law.  The Pogo PSA was silent as to any
limitation on joint and several status as between the seller
parties, John E. Jureller, Jr., Esq., in Klestadt & Winters, LLP,
in New York, noted.

Mr. Jureller contended that where the seller parties were
potentially subject to joint and several liability, Pogo had the
right to pursue its claims against the parties separately, subject
to the limitation that it was only entitled to one satisfaction of
its claim.

However, while Calpine would be a proper party to the arbitration,
it was not feasible to join Calpine at this time because of the
existence of the automatic stay, Mr. Jureller said.  Thus,
proceeding without the Debtors was not jurisprudentially improper
and provided no impediment to the continuation of the arbitration
against Rosetta, Mr. Jureller asserted.

Mr. Jureller also asserted that:

   (a) Rosetta's indemnification was granted in an agreement
       unrelated to the dispute sought to be enjoined, and was
       granted after the dispute had arisen at a time when the
       Debtors were in the throes of financial spiral that led to
       the filing of their Chapter 11 petitions.

   (b) Rosetta neglected to mention that its claim due under the
       PSA was nearly $28,000,000.  Assuming that Rosetta was
       entitled to at least 25% of its liquidated claim, there
       would be no funds going back to the Debtors or their
       estates regardless of what was allowed on the claims for
       indemnification.  Hence, there was no threat of depletion
       of estate assets by continuation of the arbitration.

   (c) The "threat" of collateral estoppel was not sufficient
       "conceivable effect" to provide basis for attachment of
       "related to" jurisdiction to the Rosetta's claims.

   (d) The Debtors' involvement would be limited and uncomplicated
       and would surely not involve any of the senior management
       personnel who would be tasked with attempting to structure
       the Debtors' reorganization.

Accordingly, Pogo had asked the Court to dismiss the Adversary
Proceeding, or in the alternative, abstain from the Adversary
Proceeding.

Pogo said it does not object to the Debtors' request to intervene
in the Adversary Proceeding.

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


CAPITAL GROWTH: Incurs $3.3MM Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Capital Growth Systems Inc. reported a $3.3 million net loss on
$3.3 million of revenues for the third quarter ended Sept. 30,
2006, compared with a $390,000 net loss on $4.5 million of
revenues for the same period in 2005.

During the nine months ended Sept. 30, 2006, the company's
revenues decreased $1.2 million or 10%.  NexVU Technologies LLC is
continuing to strive to increase sales of its software products
and professional services in order decrease the operating losses
experienced previously.  Network Systems Inc. sales have decreased
for the nine months ended Sept. 30, 2006, and Frontrunner has made
several headcount reductions during the year.  Both companies
continue to be vigilant on operating expenses.

At Sept. 30, 2006, the company's balance sheet showed $24.4
million in total assets, $18.6 million in total liabilities and a
$5.8 million positive stockholders' equity.

The company's balance sheet as of Sept. 30, 2006 also showed
strained liquidity with $3.5 million in total current assets
available to pay $18 million in total current liabilities.

A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?16f0

                      CentrePath Acquisition

Capital Growth has completed the acquisition of Waltham, Mass.-
based CentrePath, Inc.  CentrePath provides intelligent network
management services to large multinational corporations, systems
integrators and regional owners of private fiber optic networks.  
Using its high-availability network operations center, powered by
its remote management software and proven management
methodologies, CentrePath has been providing high-quality
outsourced network management services to institutions across the
United States and the United Kingdom for the past six years.

"With our acquisition of CentrePath, we are well positioned to
implement our strategy of being a world-class provider of
integrated communications solutions as an intelligent virtual
network operator," said Tom Hudson, CEO of Capital Growth Systems.  
"CentrePath has developed an outstanding reputation with its
partners and customers based on the high-quality services,
management software and methods that their integrated team of
networking professionals consistently deliver.  We feel that with
CentrePath's network management services combined with Magenta
netLogic's quoting and configuration software and database,
Capital Growth Systems now has two of the absolute "best in class"
operational components in the VNO marketplace today."

                       Going Concern Doubt

Plante & Moran, PLLC, in Elgin, Illinois, raised substantial doubt
about Capital Growth 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 auditor pointed
to the company's recurring losses, negative cash flows from
operations, and its net working capital deficiency.
              
                      About Capital Growth

Headquartered in Schaumburg, Illinois, Capital Growth Systems Inc.
(OTCBB: CGSY.OB) is a publicly reporting company under the
Securities Exchange Act of 1934.  The company currently has five
wholly owned subsidiaries: NexVU Technologies, LLC --
http://www.nexvu.com/-- Frontrunner Network Systems Inc. --
http://www.frontrunnernetworks.com/-- 20/20 Technologies Inc. --  
http://www.20-20technologies.net-- Magenta netLogic Ltd. --  
http://www.magenta-netlogic.com-- and CentrePath Inc. --  
http://www.centrepath.com/


CARGO CONNECTION: Sept. 30 Balance Sheet Upside Down by $9.3 Mil.
-----------------------------------------------------------------
Cargo Connection Logistics Holding Inc. reported a $985,238 net
loss on $5,273,639 of total revenues for the quarterly period
ended Sept. 30, 2006, compared to a net loss of $464,079 on
$3,837,611 of total revenues in the same prior year period.  The
company expects that it will incur additional losses in the
immediate future.

At Sept. 30, 2006, the company's balance sheet showed $2,789,374
in total assets and $12,123,405 in total liabilities, resulting in
a $9,334,031 stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $2,339,156 in total current assets available to pay
$10,628,082 in total current liabilities coming due within the
next 12 months.

To date, the company has financed operations primarily through the
sales of its equity securities and issuance of debt instruments to
related and unrelated parties.

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?16f3

                      Going Concern Doubt

Friedman LLP, at East Hanover, New Jersey, expressed doubt about
Cargo Connection's ability to continue as a going concern after it
reviewed the company's financial statements for the years ended
Dec. 31, 2005.  The auditor pointed to the company's losses from
operations, negative cash flows from operating activities,
negative working capital, and stockholders' deficit.

                     About Cargo Connection

Based in Inwood, New York, Cargo Connection Logistics
Holding Inc. fka Championlyte Holdings, Inc. (CRGO.OB) --
http://www.cargocon.com/-- through its subsidiaries, provides  
transportation logistics services in North America.  The company
primarily provides truckload and less-than-truckload
transportation services, as well as provides value-added logistics
services, including provision of the U.S. Customs Bonded warehouse
facilities and container freight station operations.  The company
also provides pick and pack services comprising changing labels or
tickets on items, inspection of goods into the United States, and
recovery of goods damaged in transit.


CATHOLIC CHURCH: Ronald Dandar's Claim Draws Fire in Portland
-------------------------------------------------------------
Tiffany A. Harris, Esq., at Schwabe Williamson & Wyatt, P.C., in
Portland, Oregon, relates that Ronald Dandar failed to follow the
U.S. Bankruptcy Court for the District of Oregon's order directing
him to respond by Nov. 17, 2006, to the request for summary
judgment filed by the Archdiocese of Portland in Oregon.

Ms. Harris contends that in meeting his burden on summary
judgment, Mr. Dandar must produce admissible evidence and must set
forth specific facts to show that there is a genuine issue for
trial.  If he does not respond, summary judgment -- if appropriate
-- will be entered against him.

As Reported in the Troubled Company Reporter on Nov. 24, 2006, the
Archdiocese sought the Court to disallow Claim No. 291 asserted by
Ronald Dandar for $1,000,000.

Mr. Dandar's Claim related to a complaint for sexual abuse he
filed with the Superior Court for Civil Action in the Commonwealth
of Massachusetts against James Porter, a priest in the Diocese of
Fall River in Massachusetts, and other defendants.

Mr. Dandar obtained a judgment of default from the Massachusetts
court against Fr. Porter and other defendants, including the Fall
River Diocese and its bishop.

Mr. Dandar, in recent court filings, has sought and obtained
approval from the Bankruptcy Court to amend his Claim to include
new allegations.  Mr. Dandar alleged that:

   * he was sexually abused by a different priest -- Fr. David
     Hazen; and

   * the abuse occurred in Oregon.

At trial on the merits, Ms. Harris says, Mr. Dandar bears the
burden of proving that Portland is vicariously liable for the acts
of the alleged tortfeasors -- the priest alleged to have committed
the abuse in dioceses outside Portland's physical and
jurisdictional boundary.  Mr. Dandar also bears the burden of
proving that his claims remain timely under ORS 12.117 even though
one of them was already the subject of litigation over a decade
ago.

In addition, Ms. Harris argues that Mr. Dandar failed to establish
that the named priests were not subject to Portland's supervision
or control when they were alleged to have abused him.  Mr. Dandar
also failed to produce any evidence that could justify or explain
his unreasonable delay in filing his Proof of Claim against the
Archdiocese.

"Thus, [Portland] is entitled to judgment as a matter of law
because Claimant has failed [to] make even a minimal showing on
the essential elements of his case for which he has the burden of
proof at trial," Ms. Harris says.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 74; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Parties File Reply Brief to Bankr. Court's Ruling
------------------------------------------------------------------
In its 94-page reply brief, the Official Committee of Tort
Claimants appointed in the Chapter 11 case of the Archdiocese of
Portland in Oregon asks the U.S. District Court for the District
of Oregon to affirm Judge Perris' ruling that:

    * certain parcels of real property to which the Archdiocese
      holds title -- the "Test Properties" -- are part of the
      Archdiocese's bankruptcy estate and must be included in
      determining the value of the bankruptcy estate; and

    * the unincorporated parishes and schools are part of the
      Archdiocese's corporation and do not have the capacity to
      sue or be sued, and therefore, denying the parishes' proofs
      of claim against the bankruptcy estate.

Representing the Tort Committee, Robyn E. Ridler, Esq., at Tonkon
Torp LLP, in Washington Crossing, Pennsylvania, says if it is ever
necessary to adjudicate whether trusts in fact exist with respect
to certain properties, then the Bankruptcy Court should address
(i) how a court decides to determine whether a property is held in
trust, (ii) what burden of proof is required to establish a trust,
(iii) what type of trust may exist, (iv) the identity of any
beneficiaries, and (v) the ultimate question of whether a
particular property is in fact held in trust.

The Bankruptcy Court, Ms. Ridler says, did not decide on those
questions to rule on the summary judgment motions because it has
no authority to rule on those issues.  Similarly, the District
Court has no authority to decide on appeal those particular
questions, she adds.

The Oregon Uniform Trustees' Powers Act applies to the Appeal
case, Ms. Ridler tells the District Court.  The UTPA pursuant to
O.R.S. 128.031 (2003) allows a third party dealing with the
trustee of an express trust to assume the existence and proper
exercise of the trustee's powers.  The third party has no duty to
inquire, absent actual knowledge that the trustee is not properly
exercising his power, and is fully protected in dealing with the
trustee as if the trustee actually possessed and properly
exercised his powers.

A purchaser would not have had record notice of the Parishes'
equitable interests in the Test Properties because it is
undisputed that the Archdiocese holds legal title to all of those
properties, Ms. Ridler asserts.   The vesting deeds pursuant to
which the Archdiocese obtained title do not reflect any of the
Parishes' interests.  Additionally, the Parishes produced no
documents of record to support their ownership.

As to the issue of inquiry notice, Ms. Ridler notes that the
Oregon legislature abolished inquiry notice as a form of
constructive notice of real property interests effective Jan. 1,
1988.  The only way to give constructive notice of a real property
interest in Oregon is by recording documents in the county in
which the property is located or by meeting one of the express
statutory exceptions.

The key to inquiry notice is reasonableness, Ms. Ridler explains.
Purchasers only had a duty to inquire if facts existed that would
"provoke a reasonable and prudent person to investigate his
prospective purchase."

Moreover, certain title and deed documents held by the
Archdiocese would not excite inquiry in a reasonable purchaser,
Ms. Ridler points out.  In particular, Regis' assertion about a
deed from Catholic Education Corporation is inconsistent with the
Archdiocese's current ownership of record with respect to the
Regis property, Ms. Ridler says.

The Parishes argued that even a "cursory review" of the O.R.S.
Chapter 65 or Oregon Nonprofit Corporation Act would cause a
purchaser to "wonder about the scope of the [Archdiocese's]
authority and the role of Parishes in relation to the Test
Properties," Ms. Ridler further notes.

However, Oregon's laws on corporation do not require a reasonable
purchaser of real property to consult internal Church rules and
the Canon Law, Ms. Ridler contends.  The Parishes entirely
misconstrue the express language and meaning of the Oregon
Nonprofit Corporation Act.  The Parishes' interpretation is not
only inconsistent with the plain language of the Act, but it
violates both the federal and state constitutions, she argues.

"The undisputed facts in the record point to only one conclusion:
the parishes and schools are unincorporated divisions of the
Archdiocese whose day-to-day operations are administered by
pastors appointed and supervised by the Archbishop and by school
administrators and teachers employed by the Archbishop," Ms.
Ridler says.  "Unincorporated divisions have no separate assets;
instead, all assets are owned by the corporation or organization."

As for unincorporated parishes, Ms. Ridler continues, the fact
that the parishes have a significant degree of autonomy in day-to-
day operations is consistent with a corporate divisional
structure.  "The fact that a particular corporation gives its
divisions substantial autonomy does not transform those divisions
into civil law entities separate from the corporation."

The Appeal case is not a dispute that implicates the First
Amendment because it does not turn on religious doctrine or
belief, Ms. Ridler points out.  The Appeal case is a federal
bankruptcy proceeding, and the Parishes' religious beliefs and
practices are not relevant to the legal questions presented,
Ms. Ridler contends.

A full-text copy of the Tort Committee's Reply Brief is available
for free at http://researcharchives.com/t/s?16f5

In contrast, the Archdiocese; the Parish Class, Committee of
Catholic Parishes, Parishioners and Interested Parties; and
Friends of Regis High School, Regis High School Foundation,
Central Catholic High School Alumni Association and Central
Catholic High School Parents Association filed separate briefs
asking District Court Judge Mosman to reverse the Bankruptcy
Court's ruling.

(A) Archdiocese

The Bankruptcy Court and the Tort Committee failed to consider
that the hallmark of a charitable trust is its charitable purpose,
Howard M. Levine, Esq., at Sussman Shank LLP, in Portland, Oregon,
asserts on behalf of the Archdiocese.  "The Bankruptcy Court
overlooked that the law permits a charity acting as a trustee of a
charitable trust to be one of its many beneficiaries."

Mr. Levine points out that the Bankruptcy Court ignored or gave no
effect in the Archdiocese's Articles of Incorporation and the
statutes denoting a charitable trust, including statements of
charitable purpose like "for the benefit of religion," and phrases
like "legal title," "holding property," and "holding property for
the benefit of . . ."

The Bankruptcy Court, Mr. Levine continues, failed to recognize
evidence from scores of declarations offered by the Parish
Committee consistent with the classic resulting trust - the
situation in which A (Parish) buys property with A's money,
retains possession, pays the mortgage and expenses, and permits
the property to be held in the B's name.  In addition, the
Bankruptcy Court misinterpreted more than a dozen references to
church law in Oregon's corporation statutes and in the
Archdiocese's Articles.

"These errors predestined the Bankruptcy Court's Section 544(a)(3)
analysis to conclude that the hypothetical purchaser would lack
notice of the trust beneficiaries' interest.  Having declared the
indicia of trust irrelevant and the beneficiaries non-existent,
there was neither a trust nor beneficiaries to be found," Mr.
Levine points out.

In addition to being incorrect in analysis and application of
Oregon law and bankruptcy law, Mr. Levine contends that the
Bankruptcy Court's decision has the effect of burdening the
exercise of religion for the affected Archdiocese, parishes,
Archbishop, pastors, teachers, volunteers, students, and
parishioners, and violating the First Amendment Doctrine of
Church Autonomy.

A full-text copy of the Archdiocese's Reply Brief is available for
free at http://researcharchives.com/t/s?16f6

(B) Parishioners Committee, et al.

On behalf of the Parishioners Committee, et al., Douglas R. Pahl,
Esq., at Perkins Coie LLP, in Portland, Oregon, explains that as
basic principles of law, summary judgment is not appropriate if
the record contains genuine issues of material fact.  The moving
party bears the burden of establishing the absence of a genuine
issue of material fact and all reasonable inferences must be drawn
in favor of the non-moving party.  Reasonableness is generally a
question of fact and rarely an appropriate subject for summary
judgment.

Mr. Pahl says the Tort Committee's arguments and the Bankruptcy
Court's rulings run counter to those basic principles of law.
Although the Tort Committee seeks to minimize it, the largely
uncontested record is replete with genuine issues of material
fact.

Mr. Pahl asserts that "reasonableness" is not an appropriate
matter for summary judgment resolution due to the inherently
factual nature of the inquiry.  The Bankruptcy Court reviewed many
categories of facts and concluded that the facts failed to trigger
a duty to inquire.  Neither the Tort Committee nor the Bankruptcy
Court appears to aggregate the facts and view them in their
totality, Mr. Pahl notes.

Mr. Pahl argues that because inquiry notice is viewed in light of
all the surrounding circumstances, compartmentalization is
improper.  While one fact standing alone may present a close case
for inquiry notice, numerous facts and the inferences that fairly
accompany them may present a much stronger case.

Valid trusts have valid beneficiaries.  In Portland's case, Mr.
Pahl says those beneficiaries are the Parishes, including active
parishioners and non-Catholics who benefit from the charitable
works performed at parishes.

"These [beneficiaries] can be seen on the Disputed Properties, a
fact the Bankruptcy Court recognized," Mr. Pahl points out.
"However, rather than seeing them as trust beneficiaries with
equitable rights, the Tort Committee and the Bankruptcy Court view
the activities of the beneficiaries as 'unremarkable'.

Mr. Pahl says the Tort Committee fails to address the ruling on
Committee of Tort Litigants v. Catholic Diocese of Spokane, 2006
WL 1867955 (E.D. Wash. June 30, 2006).  Although involving
different legal issues, the case is instructive, Mr. Pahl tells
Judge Mosman.  The U.S. District Court for the Eastern District of
Washington reviewed a very similar factual record and determined
that parish trust exists, Mr. Pahl relates.

A full-text copy of the Parish Committee, et al.'s Reply Brief is
available for free at http://researcharchives.com/t/s?16f7

(c) Regis High School, et al.

Brad T. Summers, Esq., at Ball Janik LLP, in Portland, Oregon,
asserts that inquiry notice remains a valid form of constructive
notice under Oregon law.  Several appellate cases have continued
to recognize common law inquiry notice, he points out.

The Tort Committee, Mr. Summers notes, relies on O.R.S. 128.031 to
support its argument that a person dealing with a trustee can rely
on that trustee as having authority.  O.R.S. 128.031 simply does
not apply to the "resulting charitable trust" that the Bankruptcy
Court stated it would assume, Mr. Summers argues.  A resulting
trust is excluded from the definition of a trust in O.R.S.
128.005.  A charitable trust not based on a written instrument is
likewise not included in the definition of a trust under that
provision.

Mr. Summers asserts that the Bankruptcy Court simply disregarded
the statements made by the Appellants' expert witness, Mark Edlen,
a real estate developer.  Mr. Edlen, in his affidavit, stated that
based on his considerable experience in real estate transactions,
a "reasonable person would want to make further inquiries if that
person were considering a purchase of real property in which,
among other things, the Archdiocese held record title, or an on-
site visit indicated signs identifying a parish or school,
structures such as chapels, rectories or schools, [or] persons in
possession of the property engaging in activities consistent with
the activities of parishes or schools."

According to the Tort Committee, the Bankruptcy Court disregarded
Mr. Edlen's declaration because it was stricken at the Tort
Committee's request, Mr. Summers notes.  The Tort Committee,
however, did not move to strike the declaration and it was not
stricken.  Regis had searched the court docket and can find no
motion to strike the Edlen Declaration.  Moreover, the Tort
Committee did not object to the Edlen Declaration,

Mr. Summers says the Tort Committee and the Bankruptcy Court took
each fact that was offered by Regis and the other Appellants in
support of inquiry notice as one isolated fact, and argued that it
is not enough to put someone on notice.

"It is not proper to take each fact in isolation and decide if it
creates a genuine issue on inquiry notice," Mr. Summers asserts.
"Rather, the facts put forward by the non-moving parties should be
viewed cumulatively.  A prospective purchaser, acting reasonably,
is required to view all of the surrounding circumstances
together."

The proper question, Mr. Summers says, was therefore whether a
genuine issue was created that a prospective purchaser, acting
reasonably, would have been put on inquiry that the Regis High
School property might be held in charitable trust or resulting
trust, where:

    * the Archdiocese, a religious entity engaged in charitable
      works, holds record title;

    * the Regis High School property was clearly being used as a
      Catholic high school, a recognized charitable purpose, as
      indicated by the signs and structures on the property;

    * the deed records indicated that the property was conveyed to
      the Archdiocese by Catholic Educational Corporation, a name
      which further indicates a charitable purpose;

    * commemorative plaques on the property state that the school
      was founded based on the generous contributions of several
      individuals, not including the Archdiocese or any
      Archbishop; and

    * two of the persons commemorated on the plaques as the
      founders of the school were the individuals who executed the
      recorded deed from Catholic Educational Corporation to the
      Archdiocese.

A full-text copy of the Regis High School, et al.'s Reply Brief is
available for free at http://researcharchives.com/t/s?16f8

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 74; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CELESTICA INC: Expects Lower 2006 4th Qtr. Revenues and Profits
---------------------------------------------------------------
Celestica Inc. has disclosed lower than expected forecasts on its
profits and sales for the fourth quarter of 2006 due to fewer
orders by its customers, reported John Stebbins of Bloomberg News.

The global electronics company told Bloomberg that it predicted
around $2.2 billion to $2.25 billion of revenue instead of the
October forecast of $2.25 billion to $2.45 billion, clearly less
than the $2.27 billion average anticipated by Bloomberg analysts.

The company disclosed that the revision in revenue is due to
recent demand reductions from several customers.  Included in the
revised adjusted net earnings per share is an expected net charge
of between $0.08 to $0.12 resulting predominantly from an increase
in inventory provisions at its Monterrey, Mexico facility

The company also expects cost increases in its Monterrey plant in
Mexico, from 8 cents to 12 cents a share due to increased
inventory.  The company bought more supplies and material than
what was ordered, Craig H. Muhlhauser, Celestica's chief executive
officer, told Bloomberg.  "Problems should be fixed by the second
quarter," says Mr. Muhlhauser.

The company's fourth quarter results will be released on
Jan. 30, 2007.

                        About Celestica

Based in Toronto, Ontario, Celestica, Inc. (NYSE: CLS,
TSX: CLS/SV) -- http://www.celestica.com/-- provides electronic  
manufacturing services to original equipment manufacturers in the
computing, telecommunications, aerospace and defense, automotive,
consumer electronics, and industrial sectors in Asia, the
Americas, and Europe.  Its solutions comprise design and
engineering, manufacturing and systems integration, and
fulfillment, as well as after-market services.

The company has a strategic alliance with Bartolini Progetti
S.p.a.  Celestica was incorporated as Celestica International
Holdings, Inc. in 1996 and changed its name to Celestica, Inc.  
The company is based in Toronto, Canada.  Celestica, Inc. is a
subsidiary of the Onex Corporation.

                         *     *     *

Celestica carries Fitch's 'BB-' issuer default and unsecured
credit facility ratings.  Fitch also assigned a 'B+' rating to the
company's senior subordinated debt.  The Rating Outlook is Stable.

In February 2005, Moody's Investors Service lowered Celestica's
senior implied rating to Ba3 from Ba2, senior unsecured issuer
rating to B1 from Ba3 and the subordinated notes rating to B2 from
Ba3.


CELLNET TECHNOLOGY: Moody's Holds Corporate Family Rating at B2
---------------------------------------------------------------
Moody's Investors Service affirmed Cellnet Technology Inc.'s B2
corporate family rating after the company's purchase by Bayard
Group from major shareholder GTCR Golder Rauner LLC for
$705 million.

The rating considers Cellnet's leading market position as a
provider of fixed automated meter reading and other communication
and automation solutions to the utility and water business
sectors, as well as Cellnet's heavy leverage and considerable
volatility in cash flow generation.

The developing outlook incorporates uncertainty as to the timing,
nature and potential impact on creditors resulting from any
actions taken by the company.

Moody's adds that the revised outlook anticipates a near-to-
intermediate term resolution.  

The rating agency will continue to monitor developments and take
further rating action once further details of the transaction are
announced.

Cellnet Technology, Inc., based in Atlanta, Georgia, is a provider
of fixed network automated meter reading solutions and managed
services to the utilities industry.  The company reported LTM
revenues for Sept. 30, 2006 of approximately $150 million.


CLEAR CHOICE: Farber & Hass Raises Going Concern Doubt
------------------------------------------------------
Clear Choice Financial, Inc.'s independent auditor, Farber & Hass
LLP, expressed substantial doubt about Clear Choice's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended June 30, 2006 and 2005.  
The auditing firm pointed to the company's significant net loss
incurred in fiscal 2006 and working capital deficit at June 30,
2006.

The company reported a net loss of $3.5 million for the fiscal
year ended June 30, 2006, compared with a net loss of $1.8 million
for the prior fiscal year.  The increase in net loss was
principally caused by increases in professional fees and other
general and administrative expenses.

Professional fees for fiscal 2006 increased to $900,000 from
$200,000 in the prior year.  The increase was primarily due to the
retention by the company's board of directors of a professional
firm for a special investigation into the company's corporate
governance policies and procedures, specifically, the manner in
which information was disclosed to the public and shareholders.

On June 9, 2006, its Board disclosed the completion of the special
investigation and its code of ethics was revised.  The company
incurred $251,252 in other professional fees in connection with
the special investigation.

Other general and administrative expense for fiscal 2006 increased
to $1.1 million from $300,000 in fiscal 2005.  The increase is
primarily due to consulting and legal fees associated with the
company's review of potential merger & acquisition targets, the
issuance of shares as payment for capital consulting and
investment banking, the special investigation and the increase in
public filing and compliance fees associated with being a public
company.

Total revenue for fiscal 2006 was $1 million, versus $300,000 in
fiscal 2005.

The company's balance sheet at June 30, 2006, showed total assets
of $25.7 million, total liabilities of $23.5 million and total
stockholders' equity of $2.2 million.

              Agreement with Community First Bank

The company also disclosed its agreement with Community First
Bank, in which it underwrites, services and sells loans on behalf
of CFB.  Under the terms of the agreement, the company may be
required to repurchase one or more mortgage loans if a borrower
defaults or fails to make the payments on the loan.  The balance
of the loans held by CFB at June 30, 2006 is approximately
$7.6 million.

                Acquisition of Bay Capital Corp.

The company further disclosed that it acquired, on May 31, 2006,
all of the outstanding shares of Bay Capital Corp., a Maryland
based mortgage banker.  Bay Capital is the only wholly owned
subsidiary of the company as of June 30, 2006.  In accordance with
the stock purchase agreement, the adjusted purchase price for the
stock was approximately $1,085,000.  Relative to the acquisition
the company had recorded a net liabilities assumed of
$4.1 million.

A full text-copy of the company's annual report on Form 10-KSB may
be viewed at no charge at http://ResearchArchives.com/t/s?16d3

                 About Clear Choice Financial

Headquartered in Tempe, Arizona, Clear Choice Financial, Inc.
(OTCBB: CLRC) -- http://www.clearchoicecorp.com/-- is a publicly  
traded company that specializes in assisting consumers with the
settlement of unsecured debt through its debt resolution business
unit.  The Company has acquired Bay Capital Corporation as part of
the company's strategy to build a comprehensive financial
solutions organization with a national presence.


COLLINS & AIKMAN: Taps Leading Bidder for Soft Trim Biz Purchase
----------------------------------------------------------------
Collins & Aikman Corporation has selected a lead bidder in its
proposed sale of the company's North American automotive flooring
and acoustic components business.  The selection was made
following the Company's receipt of a number of competitive offers
from a variety of qualified bidders.  

The company has also entered an exclusivity agreement with the
lead bidder while they complete due diligence and negotiate a
definitive agreement in the coming weeks.  The offer will be
subject to overbid through a bankruptcy court monitored auction
process.  Details of the bid, including the identification of the
lead bidder, will be made available when the company files its
sale motion with the bankruptcy court for an expected January 2007
hearing.

"We are extremely pleased with the level of interest shown in
purchasing our businesses," said John Boken, Collins & Aikman's
Chief Restructuring Officer.  "The potential sale of the Soft Trim
business unit as a going concern would generate important
recoveries for our lenders, result in a valuable addition to our
buyer's portfolio and, most importantly for our employees,
preserve a large number of jobs."

The Soft-Trim business operates 14 facilities in the United
States, Canada and Mexico, employs approximately 4,100 people and
produces products for all major automakers.

Collins & Aikman continues to pursue efforts to sell the majority
of its remaining businesses that produce injection molded interior
components and convertible roof systems.  The Company is in the
process of working with its customers and lenders while soliciting
and reviewing qualified bids for the purchase of all or portions
of these businesses.

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


CONTINENTAL AIRLINES: In Talks with UAL Corp for Possible Merger
----------------------------------------------------------------
Continental Airlines Inc. and UAL Corp., the parent of United
Airlines, are talking of merging their companies, creating a
$9 billion carrier, reports say.

An unnamed source says that US Airways' move to bid for rival
Delta Airlines prompted Continental to respond to UAL's bid, which
was broached three months ago.

According to reports, the talks are still in the early stages.

There are plenty of obstacles to the UAL and Continental merger,
including regulatory concerns, Northwest Airlines' share in
Continental, and shareholders' votes.

                         About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- through United Air Lines, Inc., is
the holding company for United Airlines -- the world's second
largest air carrier.  The Company filed for chapter 11 protection
on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  When the
Debtors filed for protection from their creditors, they listed
$24,190,000,000 in assets and $22,787,000,000 in debts.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The Company emerged from bankruptcy protection on Feb. 1,
2006.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
3,200 daily departures throughout the Americas, Europe and Asia,
serving 154 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 43,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 61 million passengers
per year.  Continental consistently earns awards and critical
acclaim for both its operation and its corporate culture.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006
Moody's Investors Service assigned ratings of Caa1, LDG5-75% to
the $200 million of senior unsecured notes issued by Continental
Airlines, Inc.'s.  Moody's affirmed the B3 corporate family
rating.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' long-term and 'B-3' short-term corporate credit ratings,
on Continental Airlines Inc.  The outlook is revised to stable
from negative.  Continental has about $17 billion of debt and
leases.

At the same time, Fitch Ratings has upgraded Continental Airlines
Inc.'s Issuer Default Rating (IDR) to 'B-' from 'CCC' and Senior
Unsecured Debt to 'CCC/RR6' from 'CC/RR6'.  Rating outlook was
stable.


COREL CORP: Acquires InterVideo Inc. for $198.6 Million Cash
------------------------------------------------------------
Corel Corp. has completed the acquisition of InterVideo Inc. for
$13 per share of InterVideo common stock, resulting in an
aggregate acquisition price of $198.6 million in an all-cash
transaction.

The acquisition substantially expands Corel's presence in the
digital media software market by creating the industry's broadest
portfolio of digital imaging and DVD video products.  With the
addition of InterVideo, Corel will deliver easier-to-use, multi-
purpose high-definition video, imaging, and DVD creation products
to consumers and enterprises worldwide while extending its
presence in fast-growing Asian markets, such as China, Taiwan
and Japan.

"This strategic combination further strengthens Corel's leadership
position in digital media software and will enable us to deliver
even greater value to our customers, partners and shareholders
worldwide," said Corel Chief Executive Officer David Dobson.  "We
welcome InterVideo's employees, customers and partners to Corel
and we look forward to working with them."

InterVideo's comprehensive suite of advanced digital video and
multimedia software products allow users to record, edit, author,
distribute and play digital multimedia content on PCs and other
devices.  In 2005, InterVideo acquired a majority interest in
Ulead, a leading developer of video imaging and DVD authoring
software for desktop, server, mobile and Internet platforms, and
the acquisition of the remaining interest in Ulead is expected to
be completed before the end of 2006.

The acquisition combines Corel's key strengths -- business
model innovation, understanding of end user requirements and
established distribution in the Americas and Europe -- with
InterVideo's core assets, which include video technology
innovation, established partnerships with the world's leading PC
OEM partners and strong market presence in the Asia Pacific
region.

"The addition of InterVideo and Ulead products to our existing
digital imaging portfolio puts Corel in a unique position to meet
the evolving needs of consumers demanding higher quality and more
accessible digital media content -- specifically high-definition
digital images and videos accompanied by more creative and
enjoyable ways to view and share them," said Blaine Mathieu,
general manager of Corel's Digital Imaging Business.  "With the
ongoing convergence of different media and devices, consumers need
easier-to-use tools that can handle all media types on an equal
basis.  Corel will fulfill this growing demand by delivering new,
easier-to-use, multi-purpose video and imaging software products
to consumers and enterprises worldwide."

Corel will leverage its complementary geographic strengths
with InterVideo and Ulead to create an even more efficient sales,
marketing and product development engine.  With significant
development offices in California, China, Minnesota, Ottawa and
Taiwan, Corel will be better positioned to meet the specific
requirements of customers and partners in various locations around
the world.

"The excitement surrounding properties like YouTube clearly
showcases why the multimedia software and services segment is so
incredibly hot right now," said Rob Enderle, Principal Analyst for
the Enderle Group, a leading San Jose, CA-based research firm
covering emerging hardware and software markets.  "The enormous
mass market potential for products that provide solutions for this
rapidly growing segment simply has not yet been realized. Corel is
placing itself in the middle of this huge opportunity so that they
can capitalize on this incredible opportunity and help drive
market growth."

The acquisition was financed through a combination of Corel's cash
reserves, InterVideo's cash reserves and debt financing which
included Corel entering into an amendment to its existing credit
agreement to increase its available term borrowings by
$70 million.

Corel will provide guidance on the combined company when it
reports its financial results for the year ended Nov. 30, 2006, in
January.

                        About Corel Corp.

Ottawa, Ontario-based Corel Corporation (NASDAQ: CREL) (TSX: CRE)
-- http://www.corel.com/-- is a packaged software company with an    
estimated installed base of over 40 million users.  The Company
provides productivity, graphics and digital imaging software.  Its
products are sold in over 75 countries through a scalable
distribution platform comprised of original equipment
manufacturers, Corel's international websites, and a global
network of resellers and retailers.  The Company's product
portfolio features CorelDRAW(R) Graphics Suite, Corel(R)
WordPerfect(R) Office, WinZip(R), Corel(R) Paint Shop(R) Pro,
and Corel Painter(TM).

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings on Canada-based
packaged software company, Corel Corp.


CREDIT SUISSE: Fitch Holds Junk Rating on $14-Mil. Class I Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp., commercial mortgage pass-through certificates,
series 1997-C2 as:

   -- $73.3 million class F to 'AA-' from 'A';
   -- $14.7 million class G to 'A-' from 'BBB+'; and,
   -- $29.3 million class H to 'B+' from 'B'.

In addition, Fitch affirms these classes:

   -- $487.6 million class A-3 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- $95.3 million class B at 'AAA';
   -- $80.6 million class C at 'AAA'; and,
   -- $95.3 million class D at 'AAA'.

The $14.7 million class I remains at 'CCC/DR2'.

Fitch does not rate the $25.7 million class E or the $2 million
class J certificates.  Classes A-1 and A-2 have paid in full.

The upgrades reflect increased credit enhancement due to loan
payoffs and scheduled amortization, as well as the additional
defeasance of eleven loans since Fitch's last rating action.

As of the November 2006 distribution date, the pool's aggregate
balance has been reduced 37.4%, to $918.4 million from
$1.47 billion at issuance.  Since issuance, forty-five loans have
defeased, including seven of the top ten loans.

Currently, two assets are in special servicing.  The largest
specially serviced loan is secured by three motels, two of which
are located in Kentucky while the third is in Corapolis,
Pennsylvania.  The loan is 90+ days delinquent.

Discussions are ongoing between the borrower, special servicer and
originator over a possible resolution to the issue of the loan's
amortization schedule, which was drawn up incorrectly at
origination.

The other specially serviced asset is a 112-unit hotel property
located in New Haven, Connecticut and is real-estate owned.  The
special servicer is marketing the asset to prospective buyers.
Fitch-projected losses from the specially serviced assets are
expected to be absorbed by nonrated class J.

Fitch is monitoring the performance of the largest loan in the
pool, a 412, 436 square foot, Class A office building located in
midtown Manhattan.  As of year-end 2005, the master servicer-
reported debt service coverage ratio declined to 0.90x from 2.36x
at YE 2004.  The drop in DSCR is largely attributable to the loss
of a major tenant, which vacated the property in April 2005.

However, as of October 2006, occupancy had climbed to 80% from 71%
at YE 2005, and the borrower has been leasing space at rates in
line with the market.


CROWN HOLDINGS: Gets Noteholders' Consent to Incur $200-Mil. Debt
-----------------------------------------------------------------
Crown Holdings Inc. completed its consent solicitation and had
executed a supplemental indenture with respect to certain
amendments to the indenture dated Sept. 1, 2004, relating to the
6-1/4% first priority senior secured notes due 2011 of its
subsidiary, Crown European Holdings SA.

The amendments generally conform certain provisions of the
indenture to comparable provisions of the company's senior secured
credit facility.

As reported in the Troubled Company Reporter on Nov. 24, 2006, the
company commenced a solicitation of consents from holders of
6-1/4% First Priority Senior Secured Notes due 2011 to incur an
additional $200 million of pari passu first priority indebtedness.

The solicitation also seek consents to proposed amendments that
will allow the company, among others, to make a $100,000,000 of
additional restricted payments of any type.

Philadelphia, Pa.-based Crown Holdings Inc. (NYSE: CCK)
-- http://www.crowncork.com/-- through its affiliated companies,  
supplies packaging products to consumer marketing companies around
the world.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Crown Holdings Inc.'s balance sheet at Sept. 30, 2006, showed
$7.236 billion in total assets, $7.072 billion in total
liabilities, and $271 million in minority interests, resulting in
a $107 million shareholders' deficit.  The Company had a $236
million deficit at Dec. 31, 2005.


CWABS ASSET: Moody's Rates Class B Certificates at Ba1
------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust 2006-
21 and a ratings ranging from Aa1 to Ba1 to subordinate
certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc.
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Countrywide Financial Corporation.

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by mortgage insurance
provided by United Guaranty Mortgage Indemnity Company and
Mortgage Guaranty Insurance Corporation.  

The ratings also benefit from subordination, excess spread, and
overcollateralization.  Moody's expects collateral losses to range
from 3.7% to 4.2%.

Countrywide Home Loans Servicing LP will act as master servicer.

These are the rating actions:

   * CWABS Asset-Backed Certificates Trust 2006-21

   * Asset-Backed Certificates, Series 2006-21

                     Class 1-A,   Assigned Aaa
                     Class 2-A-1, Assigned Aaa
                     Class 2-A-2, Assigned Aaa
                     Class 2-A-3, Assigned Aaa
                     Class 2-A-4, Assigned Aaa
                     Class M-1, Assigned Aa1
                     Class M-2, Assigned Aa2
                     Class M-3, Assigned Aa3
                     Class M-4, Assigned A1
                     Class M-5, Assigned A2
                     Class M-6, Assigned A3
                     Class M-7, Assigned Baa1
                     Class M-8, Assigned Baa2
                     Class M-9, Assigned Baa3
                     Class A-R, Assigned Aaa
                     Class B,   Assigned Ba1
                     
The Class B 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.


CWABS ASSET: Moody's Places Ba1 Rating on Class B Certificates
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust 2006-
22 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Countrywide Home Loans, Inc.
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Countrywide Financial Corporation.

The ratings are based primarily on the credit quality of the loans
and on protection against credit losses by mortgage insurance
provided by United Guaranty Mortgage Indemnity Company and
Mortgage Guaranty Insurance Corporation.  The ratings also benefit
from subordination, excess spread, and overcollateralization.

The ratings also benefit from the interest-rate swap agreement
provided by Lehman Brothers Special Financing Inc.  After taking
into consideration the coverage of the primary mortgage insurance,
Moody's expects collateral losses to range from 3.75 % to 4.25%.

Countrywide Home Loans Servicing LP will act as master servicer.

These are the rating actions:

   -- CWABS Asset-Backed Certificates Trust 2006-22

   -- Asset-Backed Certificates, Series 2006-22

                      Class 1-A,   Assigned Aaa
                      Class 2-A-1, Assigned Aaa
                      Class 2-A-2, Assigned Aaa
                      Class 2-A-3, Assigned Aaa
                      Class 2-A-4, Assigned Aaa
                      Class M-1, Assigned Aa1
                      Class M-2, Assigned Aa2
                      Class M-3, Assigned Aa3
                      Class M-4, Assigned A1
                      Class M-5, Assigned A2
                      Class M-6, Assigned A3
                      Class M-7, Assigned Baa1
                      Class M-8, Assigned Baa2
                      Class M-9, Assigned Baa3
                      Class A-R, Assigned Aaa
                      Class B,   Assigned Ba1

The Class B 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.


CYBER DEFENSE: Posts $15.9 Mil. Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Cyber Defense Systems Inc. has delivered its quarterly financial
statements for the three-month period ended Sept. 30, 2006, to the
Securities and Exchange Commission.

The company reported a $15,903,341 net loss on $136,137 of
revenues for the quarterly period ended Sept. 30, 2006, compared
to a net loss of $719,460 on $114,873 of total revenues in the
same quarter of 2005.  The company says that the lack of
sufficient revenues and the loss from operations raise substantial
doubt about its ability to continue as a going concern for a
reasonable period of time.  Its continuation is dependent upon its
ability to generate sufficient cash flows to meet obligations on a
timely basis, and to obtain additional financing.

At Sept. 30, 2006, the company's balance sheet showed $4,395,645
in total assets, $18,509,471 in total liabilities, and resulting
in a $14,113,826 stockholders' equity deficit.

The company's September 30 balance sheet also showed strained
liquidity with $1,045,877 in total current assets available to pay
$16,865,083 in total current liabilities.

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?16f9

                      Going Concern Doubt

Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense 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 working capital
deficit and losses from operations.

                      About Cyber Defense

Based in St. Petersburg, Florida, Cyber Defense Systems, Inc.
-- http://www.cyberdefensesystems.com/-- offers security   
solutions for the military, government, and the private sector.  
Cyber Defense manufactures new generation airships for
surveillance and communication.


DOLLARAMA GROUP: S&P Rates $200-Million Senior Notes at B-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to the
$200 million new senior floating-rate deferred interest notes due
Aug. 15, 2012, of Dollarama Group Holdings L.P. and Dollarama
Group Holdings Corp.--the new holding company of Dollarama Group
L.P. and its subsidiaries, which operate the Dollarama dollar
store business in Canada.

Dollarama Group Holdings Corp. is a co-issuer of the new notes and
a subsidiary of Dollarama Group Holdings L.P.  At the same time,
the 'B+' corporate credit and bank loan ratings and 'B-'
subordinated debt rating on the Quebec-based entity were affirmed.

The '3' recovery rating on the bank loans also was affirmed.

The outlook is negative.

The 'B-' ratings on the new subordinated notes, as well as those
on Dollarama Group's existing senior subordinated notes, are two
notches below the long-term corporate credit rating as the notes
are disadvantaged by the large portion of secured debt in the
capital structure, relative to Dollarama's total assets.

Proceeds from the new notes will be used to fund a shareholder
distribution, repay certain amounts owing to certain shareholders,
and pay related fees and expenses.

"Our treatment of such an instrument is the same as any other debt
instrument, with interest payments treated in the same manner for
analytical purposes as those attributable to other subordinated
notes with deferred interest," said Standard & Poor's credit
analyst Don Povilaitis.

Dollarama is Canada's largest chain of dollar stores, with
451 stores representing about 4.2 million square feet in total,
all corporate-owned and leased under the Dollarama banner.

The company has a leading market share of the dollar store segment
in Canada with more than two and a half times the number of stores
as its next largest competitor.

Dollarama's credit protection measures, such as lease-adjusted
total debt to EBITDA, will worsen by about one turn following the
note offering from its current last 12 months level to about 6.3x
on a pro forma basis.  The company's EBITDA interest coverage
including deferred interest expense will also weaken slightly, to
about 2.1x on a pro forma basis.

Nevertheless, the company's improving cash flow supports the
issuance of the new notes, even though this will result in a
deterioration in credit protection measures to levels commensurate
with initial LBO levels for the company.  The company's expected
continued strong cash flow generation, improving liquidity, and
the long-term maturity associated with the new notes are factors
supporting the current ratings and outlook.

Standard & Poor's expects that the new notes will be refinanced
with debt given the likely pressure on the company's capital
structure in three to four years; otherwise, the company would be
compelled to either pay interest in cash through dividends from
the parent to the holding company, or refinance the entire capital
structure, possibly through an IPO.

The negative outlook reflects the very high leverage, to be
exacerbated by the company's new note issuance, under which
Dollarama operates, in the context of a competitive retailing
landscape.

The outlook could be revised to stable when material debt
reduction occurs, assuming operational consistency is maintained.


ENERGYTEC INC: Posts $893,431 Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Energytec Inc. reported a net loss of $893,431 for the third
quarter ended Sept. 30, 2006, compared with a net loss of $254,119
for the same quarter in 2005.  The increase in net loss is
primarily due to a decrease in total revenues.

Revenue for the third quarter of 2006 decreased to $2.1 million
from $3.8 million in the comparable quarter in 2005.  The revenue
in 2005 included a $1.3 million gain on sale of working interests.

                 Wyoming Thermal Recovery Project

The company entered on Oct. 30, 2006, into a purchase and sale
agreement for the sale of its Wyoming Thermal Recovery Project.  
The terms of the agreement provides that the company will receive
payment for its approximate 44% working interest position and a
separate payment for all of its data and technical files assembled
in support of the Project.  Both payments would aggregate
approximately $45 million, net of expenses.  Further, the sale
applies to the holders of the other 56% of the working interest as
well as the holders of approximately 15% of overriding royalty
interests.

The company, royalty owners, and the other working interest owners
will share ratably in the closing costs and fees associated with
the sales transaction.  The closing date was extended until
Dec. 29, 2006, to address issues and concerns that arose when a
small group of third party interest owners threatened to disrupt
the transaction.

                   Settlement for 2004 Oil Spill

The company disclosed that on Oct. 19, 2006, it agreed to a
proposed settlement of the final costs of remediation and
restoration related to the November 2004 oil spill.  The terms of
the proposed settlement call for 24 equal installments of $18,750
beginning Nov. 20, 2006.  The agreement bears no interest and is
not collateralized.  In case of default, the company has 10 days
to cure the default. If it fails to cure the default, the company
is subject to an agreed judgment, and the creditor could then
proceed against whatever non-exempt assets owned by the company.

A full text-copy of the company's quarterly report on Form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?16cc

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 27, 2006,
Turner Stone & Company L.L.P. in Dallas, Texas, raised substantial
doubt about Energytec'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:

   -- need to have cash reserves sufficient to meet its capital
      and operational expenditure budget of approximately
      $15,000,000 for the year ending Dec. 31, 2006, and

   -- belief that it may have potential liability for rescission
      or damages to investors in the working interest programs and
      purchasers of the company's common stock in private
      placements.

                          About Energytec

Energytec Inc. -- http://www.energytec.com/-- acquires oil and  
gas properties that have previously been the object of exploration
or producing activity, but which are no longer producing or
operating due to abandonment or neglect.  The company owns working
interests in 62,466 acres of oil and gas leases in Texas and
Wyoming that include 187 gross producing wells and 348 gross non-
producing wells.

The company also owns a gas pipeline of approximately 63 miles in
Texas and a well service business operated through its subsidiary,
Comanche Well Service Corporation.  On April 22, 2006, the company
formed two new wholly owned subsidiaries, Comanche Rig Services
Corporation, which provides contract drilling services to third
parties through the utilization of the drilling rigs owned by
Comanche Well Service; and Comanche Supply Corporation, which
sells and markets enhanced oil recovery chemicals and materials
related to well operation services.

Comanche Well Service Corporation became the operator of all the
properties owned by Energytec on April 1, 2006, by posting a cash
bond of $250,000 with the Texas Railroad Commission.


ENRON CORP: Employee Panel to Recover $2.1MM from Ex-Energy Trader
------------------------------------------------------------------
Enron Corporation's Employee Committee has obtained a judgment for
more than $2.1 million from former Enron trader Timothy Belden,
who had previously been convicted for manipulating California
energy prices.

Pursuant to a forfeiture agreement with the federal government,
Mr. Belden, the former head of trading in Enron's Portland, Oregon
office, has agreed to forfeit his wrongfully accelerated deferred
compensation and bonus payments earmarked by the United States
Attorney's Office for victims of Mr. Belden's wrongdoing.  He had
previously pleaded guilty to federal charges of conspiracy to
commit wire fraud.

"Justice will be served through the recovery of funds wrongfully
taken in the months preceding Enron's collapse by one of its top
executives," said Ronald R. Sussman, partner in the Bankruptcy &
Restructuring Practice at Cooley Godward Kronish LLP.  Mr. Sussman
led the Employee Committee litigation against Mr. Belden in
connection with the wrongful acceleration of the deferred
compensation payments.

Mr. Belden has yet to be sentenced on his conspiracy conviction,
and prosecutors have said that he has agreed to cooperate with the
government.

In addition to Mr. Sussman, the Cooley Bankruptcy & Restructuring
team representing the Employee Committee in the case against Mr.
Belden includes partner James A. Beldner, together with associates
Gregory Plotko and Seth Van Aalten.

                  About Cooley Godward Kronish

Cooley Godward Kronish's 580 attorneys have an entrepreneurial
spirit and deep, substantive experience and are committed to
solving clients' most challenging legal matters.  From small
companies with big ideas to international enterprises with diverse
legal needs, Cooley Godward Kronish has the breadth of legal
resources to enable companies of all sizes to seize opportunities
in today's global marketplace.  The firm represents clients across
a broad array of dynamic industry sectors, including technology,
life sciences, financial services, retail and energy.

The firm has full-service offices in major commercial, government
and technology centers: Palo Alto, California; New York City; San
Diego CA; San Francisco, California; Reston, Virginia; Broomfield,
Colorado and Washington, DC.

                        About Enron Corp.

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


ENTERGY NEW ORLEANS: Court Terminates Exclusivity Periods
---------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana has terminated Entergy New Orleans, Inc.'s
exclusive periods to file and solicit acceptances to its proposed
Chapter 11 plan, according to R. Patrick Vance, Esq., at Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, Louisiana, counsel for ENOI.

Mr. Vance said the Court has authorized other parties to file
competing Chapter 11 plans by Dec. 19, 2006.

H. Slayton Dabney, Jr., counsel for Financial Guaranty Insurance
Company, told Bloomberg News that the Court has authorized
bondholders -- who are negotiating with ENOI on a proposal for a
Third Amended Plan -- to file a Chapter 11 plan by Dec. 22, 2006.

J.P. Hebert, counsel for the Official Committee of Unsecured
Creditors, told Bloomberg that if ENOI and the Committee can't
agree on the details of the timing of a plan, the Committee will
file its own plan.  "We just want an effective date that we can
believe in," Mr. Hebert said in the interview.

ENOI recently filed a Second Amended Chapter 11 Plan and
accompanying Disclosure Statement, to provide, among others,
payment of postpetition interest to unsecured creditors.  The
Debtor expected to file a Third Amended Plan that will resolve its
outstanding issues with bondholders.  

ENOI had asked the Court to further extend its exclusivity periods
due to unresolved contingencies that obscured its financial
future.  One of the critical unresolved contingencies identified
by ENOI was whether it would receive the Community Development
Block Grants from the government.  

According to the Second Amended Plan, the Louisiana Legislature
has agreed to give $200,000,000 in federal aid to the Debtor.  
ENOI expects to receive the CDBG Funds by the end of March 2007.

FGIC and the Creditors Committee had previously asked the Court to
terminate the Debtor's exclusivity periods.  Both parties asserted
that ENOI's original Chapter 11 plan is uncomfirmable.

ENOI has amended its original Chapter 11 plan twice to address the
issues raised by the FGIC, the Creditors Committee, The Bank of
New York, and other parties-in-interest.

The Creditors Committee had asserted that termination of ENOI's
exclusive periods would allow it to actively seek exit financing,
and propose and confirm a Chapter 11 plan without conditions as
prerequisites to the effective date.  The Creditors Committee
believes, and is prepared to demonstrate, that a confirmable
Chapter 11 plan is possible and could become effective by
March 31, 2007.

The FGIC, on the other hand, had negotiated with ENOI the terms of
a consensual Chapter 11 plan.  As a result of negotiations, the
FGIC, BNY, the Ad Hoc Committee of Bondholders, ENOI, and Entergy
Corp. had agreed that if and when a Third Amended Plan is filed,
ENOI will make adequate protection payments to FGIC and BNY.

The Debtor planned to file the Third Amended Plan in advance of
the January 25, 2007 hearing on the Disclosure Statement.  ENOI
expects the Third Amended Plan to be confirmed.

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


FERRO CORP: Completes Financial Filings for 2006 1st, 2nd Quarters
------------------------------------------------------------------
Ferro Corporation disclosed Monday that it has filed its Quarterly
Reports on Form 10-Q with the U.S. Securities and Exchange
Commission for the three-month periods ended March 31 and June 30,
2006.

A full-text copy of the company's  quarterly report for the period
ended March 31, 2006 is available for free at:

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

A full-text copy of the company's  quarterly report for the period
ended June 30, 2006 is available for free at:

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

Sales for the first quarter ended March 31, 2006, were
$505.2 million, an increase of 9.4% from the first quarter of
2005.  Net income from continuing operations was $8.4 million,
compared with $600,000 in the first quarter of 2005.

Sales for the second quarter, ended June 30, 2006, were
$538.5 million, an increase of 8.4% from the prior year's quarter.
Net income from continuing operations was $10.5 million, compared
with $8.1 million, or $0.18 per share, in the second quarter of
2005.

"Ferro turned in an excellent first half," said President and CEO
James Kirsch.  "We are looking forward to building on this good
start as we complete 2006 and move into 2007.  We will continue to
win from within as we build our foundation for high-quality
earnings growth."

Included in the first quarter net income from continuing
operations were certain items that had a combined negative pre-tax
effect of approximately $4.8 million.  These charges were
primarily from expenses related to the accounting investigation
and restatement of 2003 and first quarter 2004 results.  These
items reduced first quarter net income from continuing operations
by $0.07 per share.  In the first quarter of 2005, these charges
reduced net income by $0.11 per share.  In addition, the Company
recognized a $2.9 million non-cash, pre-tax loss in the first
quarter resulting from mark-to-market supply contracts for natural
gas.  The Company recognized a $2.4 million non-cash, pre-tax gain
from natural gas supply contracts in the 2005 first quarter.

Included in the second quarter net income were additional items
that had a combined net unfavorable pre-tax effect of
approximately $3.7 million.  These items primarily included
charges for the write-off of previously unamortized fees and
discounts for certain of the Company's former borrowings, and
charges related to the accounting investigation and restatement.  
These items reduced second quarter net income by approximately
$0.06 per share.  In the second quarter of 2005, charges reduced
net income by $0.04 per share.  In addition, during the 2006
second quarter, the Company recognized a $300,000 non-cash, pre-
tax, mark-to-market loss from natural gas contracts, compared to
an $800,000 loss in the second quarter of 2005.

              Changes in 2006 First Quarter Results

The results for the 2006 first quarter differ from the preliminary
earnings announced by the Company on July 12, 2006, largely as a
result of the final determination of the appropriate timing for
charges and benefits associated with a benefit plan curtailment
and changes in the Company's employee pension plan and retiree
benefits programs.  Charges and benefits related to the benefit
plan curtailment and pension plan changes are recorded in the
results for the second quarter of 2006 rather than in the first
quarter, as originally anticipated.  As a result of the changes,
net income for the first quarter is $1.3 million higher than
originally indicated.

                     Second Quarter Results

Sales for the second quarter set a record, surpassing the record
set in the first quarter of 2006.  Sales were particularly strong
in the Electronic Materials segment, where revenue increased by
33%.  Sales also increased in Color and Glass Performance
Materials, Performance Coatings and Polymer Additives.  Sales
declined less than one percent in Specialty Plastics and declined
in the Other segment.  Sales benefited by less than one percent
from changes in foreign exchange rates.

Most of the revenue increase for the quarter was due to increases
in average selling prices, including changes in product mix and
price increases.  Total product volume was about flat with the
second quarter of 2005.

Gross margins for the second quarter were 20.6% of sales.  Across
the Company, improved pricing and product mix were able to fully
offset increases in the cost of raw materials during the quarter.  
However, an increase in precious metal prices, which are generally
passed through to customers without mark-up, lowered the gross
margin percentage.

Sales, general and administrative expenses for the second quarter
were $78.7 million, or 14.6% of sales.  SG&A expense was nearly
flat with the prior-year and was lower as a percent of sales than
the 15.9% recorded in the second quarter of 2005.

Total segment income for the second quarter was $42.7 million, an
increase of 19.3% from the second quarter of 2005.  For the first
half, total segment income increased to $84.9 million, an increase
of $21.4 million, or 34%, from the first half of 2005.

As of the end of June, total debt, including off balance sheet
arrangements, was $660.4 million, an increase of $105.7 million
from the end of 2005.  As previously indicated, this increase was
the result of increased deposit requirements for precious metal
consignment arrangements and for working capital to support
increased sales.  The Company expects to reduce the amount of
material under consignment requiring cash deposits by year end and
anticipates that substantially all of the deposits will be
returned in the first quarter of 2007.

                Third Quarter Preliminary Results

Sales for the third quarter are expected to be approximately $500
million, up more than 7% from the third quarter of 2005.  Current
business conditions remain generally favorable in the Company's
markets, although there has been some weakening of demand from
specific regions and application markets.  In the U.S., housing
and automotive-related demand was weaker than previously expected
while demand in Europe continued to be relatively strong.  In
addition to these market issues, interest expense for the third
quarter was higher than originally forecast, as the Company
continued to fund a higher-than-expected level of cash deposits
for precious metal consignments.

The Company now expects to report net income for the third quarter
ended Sept. 30, 2006 of approximately $0.12 per diluted share.
Included in the preliminary earnings per-share results are
charges, primarily related to previously announced restructuring
programs, which reduced earnings by approximately 2 cents per
share.  Fourth quarter 2006 sales are expected to be modestly
higher than in the third quarter.

                        About Ferro Corp

Headquartered in Cleveland, Ohio, Ferro Corporation --
http://www.ferro.com/-- supplies technology-based performance  
materials for manufacturers.  Ferro materials enhance the
performance of products in a variety of end markets, including
electronics, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products.  The Company has approximately 6,800
employees globally.

                         *     *     *

Standard & Poor's Ratings Services' 'B+' long-term corporate
credit and 'B' senior unsecured debt ratings on Ferro Corp.
remains on CreditWatch with negative implications, where they were
placed Nov. 18, 2005.


FORD MOTOR: Talks With Wanxiang Group to Sell Part of ACH's Assets
------------------------------------------------------------------
Wanxiang Group, China's largest auto parts supplier, is in talks
with Ford Motor Company to purchase certain of Ford's assets, the
Financial Times reports.

Wanxiang founder and chairman Lu Guanqiu said the talks are part
of a plan to expand the company's global presence.

The FT said the two companies discussed the possible sale of some
assets of Automotive Components Holdings -- a group of 17 plants
and six other facilities that Ford took control of last year as
part of the bail-out of Visteon Corp., a company spun-off by Ford.

Mr. Lu told the FT that his company is interested in acquiring
Ford's design-and-production technology.

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.


FORD MOTOR: EVP Mark Schulz Will Retire Early Next Year
-------------------------------------------------------
Ford Motor Company said that Mark Schulz, executive vice president
and president, International Operations, has announced his plans
to retire from the company early next year.

As president of International Operations, Mr. Schulz, 54, is
responsible for the company's business in Europe, Africa and the
Asia Pacific region.  He oversees the global activities of Aston
Martin, Jaguar, Land Rover, and Volvo, as well as the company's
partnership with Mazda Motor Corporation.

"I have had the pleasure of working closely with Mark over the
years and am personally grateful to him for his vision, his
leadership and his dedication to the Ford Motor Company," Ford
Motor company executive chairman Bill Ford said.

"Most recently he has overseen significant growth of Ford's
business in some of our most important regions around the world
and he has built an organization that is poised to deliver further
growth in the future.  I wish him and his family all the best in
his retirement."

Before his current position, Mr. Schulz served as executive vice
president, Ford Motor Company and president, Asia Pacific and
Africa.  And, he led Asia Pacific and Ford South America
Operations as a corporate vice president.  Before his election as
a corporate officer, Mr. Schulz was head of Ford's operations in
Turkey for five years.

Earlier in his Ford career, Mr. Schulz held several product
engineering and manufacturing positions, including director,
Product Development, Ford Japan; director of the Corporate
Strategy Office; Plant Manager of Ford's Sheldon Road facility;
and vehicle line director of Compact Trucks in North America.  He
began his career with Ford as an assembly line worker in 1970.

"Mark has been indispensable in helping me become familiar with
Ford's operations in the fastest-growing and most competitive
markets in the world," Ford's president and chief executive
officer Alan Mulally said.

"Because of his leadership and because of the relationships he has
built on our behalf, Mark leaves us with a strong foundation on
which to grow our business in Europe, Asia-Pacific and the rest of
the world."

Mr. Schulz serves as a member of several boards, including the
National Committee of United States-China Relations, the United
States-China Business Council and the National Bureau of Asian
Research.  He is also a member of the International Advisory Board
for the President of the Republic of the Philippines.

He holds a bachelor's degree in Mechanical Engineering from
Valparaiso University and master's degrees from the University of
Detroit (Economics) and the University of Michigan (Engineering),
and the Massachusetts Institute of Technology, where he was a
Sloan Fellow.

Any changes in structure and organization that result from
Schulz's retirement will be the topic of a future announcement.

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.


FOREST OIL: New Unit Completes $375 Million Term Loan Placement
---------------------------------------------------------------
Forest Alaska Operating LLC, a new subsidiary of Forest Oil Corp.,
has completed its reported placement of $375 million of term loan
financing to fund a $350 million distribution to Forest and
provide initial working capital for its operations.

The $375 million term loan financing is comprised of a
$250 million first lien facility with interest payable at Libor
plus 350 basis points and a $125 million second lien facility with
interest payable at Libor plus 650 basis points.  The term loans
are secured by Alaska's assets and are non-recourse to Forest.

Forest intends to use the proceeds from the distribution to reduce
its outstanding borrowings under its U.S. credit facility.  Credit
Suisse and JPMorgan were co-lead arrangers and joint bookrunners
in the placement of the term loans.

Forest Oil Corporation -- http://www.forestoil.com/-- is engaged   
in the acquisition, exploration, development, and production of
natural gas and crude oil in North America and selected
international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada. Forest's common stock trades on the New York Stock
Exchange under the symbol FST.

                        *     *     *

Moody's Investor Service downgraded Forest Oil Corp.'s Ba3 rating
on 8% Senior Unsecured Global Notes due 2008 to B1.


FTS GROUP: To Restate Annual and Quarterly Financial Statements
---------------------------------------------------------------
After a review of its prior financial statements, the management
of FTS Group, Inc., has concluded that it must restate its prior
financial statements beginning with its 2005 Form 10-KSB and all
subsequent quarterly filings through the third quarter of this
year due to a reclassification of warrants issued in December of
2005.

"The issue that has generated the reclassification of non cash
warrants and the necessary restatement is related to the financing
closed in December of 2005," FTS Chairman and CEO Scott Gallagher
stated.  

"At the time we did not have enough authorized shares to issue
shares underlying all of the warrants if hypothetically,
the warrants had been exercised prior to our request to increase
our authorized shares being approved.  Even though no investors
requested any warrant exercises or communicated any intent to
exercise, the SEC has taken the position that we still need to
reclassify the treatment of the warrants.  Therefore we will be
restating our 2005 Form 10-KSB for the period ended Dec. 31, 2005,
our Form 10-QSB for the period ended March 31, 2006, our Form
10-QSB for the period ended June 30, 2006 and finally our Form
10-QSB for the period ended Sept. 30, 2006.  On Oct. 20, 2006, we
gained shareholder approval to increase our authorized shares.  
Thus, at the end of 2006, the warrants will be reclassified again
to the previous classification.  

"None of these changes will have any impact on our sales or
earnings in the previous statements.  We appreciate your patience
as we attempt to comply with these ever changing rules and
classifications."

                       About FTS Group

FTS Group, Inc. (OTCBB: FLIP) develops and acquires businesses
primarily in the wireless industry.  Through FTS Wireless, Inc., a
wholly-owned subsidiary, acquires and develops a chain of
retail wireless locations in the Gulf Coast market of Florida.
As of March 1, 2006, the Company operates nine retail wireless
locations in Florida.

                      Going Concern Doubt

Withum Smith & Brown, P.C., in Princeton, New Jersey, raised
substantial doubt about FTS Group, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses and working capital deficits.


GMAC COMMERCIAL: Fitch Junks Rating on $7.8-Mil. Class L Certs.
---------------------------------------------------------------
Fitch Ratings downgraded and lowered the Distressed Recovery
rating of GMAC Commercial Mortgage Securities Inc.'s mortgage
pass-through certificates, series 2000-C1 as:

   -- $7.8 million class L to 'CCC/DR3' from 'B-/DR2'.

Fitch also upgrades this class:

   -- $15.4 million class F to 'AAA' from 'AA'.

In addition, Fitch affirms these classes:

   -- $10.8  million class A-1 at 'AAA';
   -- $537.2 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $37.4 million class B at 'AAA'
   -- $41.8 million class C at 'AAA';
   -- $8.8  million class D at 'AAA';
   -- $30.8 million class E at 'AAA';
   -- $22   million class G at 'A-';
   -- $15.4 million class H at 'BBB-';
   -- $6.6  million class J at 'BB+'; and,
   -- $8.8  million class K at 'B+'.

Classes M and N have been reduced to zero due to realized losses.

The downgrade of class L is due to higher than expected losses on
two disposed real estate owned assets.

The rating upgrade to class F is due to increased credit
enhancement from scheduled amortization and an increase in
defeasance since Fitch's last rating action.  In total 39 loans
have defeased since issuance.  As of the November 2006
distribution date, the transaction's aggregate principal balance
has decreased 15.6% to $742.8 million from $879.9 million at
issuance.

There are currently two loans in special servicing.  The largest
specially serviced asset is a business park in Livonia, MI.  The
special servicer has approved the terms and conditions of the
discounted payoff agreement.

The second specially serviced loan is a multifamily property
located in Pascagoula, MS, that sustained damaged due to hurricane
Katrina.  The collateral is currently 100% vacant and undergoing
complete restoration with a projected completion date in early
2007.

Losses are likely on the specially serviced loans; however, they
are expected to be absorbed by class L.

Equity Inns Portfolio, secured by 19 limited-service and extended-
stay hotels located across 12 states, maintains a below investment
grade credit assessment.  Based on year-end 2005 and servicer
provided operating statements, the revenue per average room was
$55.43 and occupancy at 70%.  This is comparable to
YE 2004 with RevPar and occupancy at $55.15 and 68.35%,
respectively.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on $21.6 Mil. of Debt
----------------------------------------------------------------
Fitch Ratings upgrades GMAC Commercial Mortgage Securities, Inc.'s
commercial mortgage pass-through certificates, series 2004-C1 as:

   -- $15.3 million class D to 'AA+' from 'AA';
   -- $8.1  million class E to 'AA' from 'AA-';
   -- $12.6 million class F to 'A+' from 'A'; and,
   -- $8.1  million class G to 'A-' from 'BBB+'.

In addition Fitch affirms these ratings:

   -- $28.8 million class A-1 at 'AAA';
   -- $99 million class A-1A at 'AAA';
   -- $55 million class A-2 at 'AAA';
   -- $50 million class A-3 at 'AAA';
   -- $343.8 million class A-4 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $20.7 million class B at 'AAA';
   -- $8.1  million class C at 'AAA ';
   -- $10.8 million class H at 'BBB';
   -- $4.5 million class J at 'BB+';
   -- $4.5 million class K at 'BB';
   -- $4.5 million class L at 'BB-';
   -- $2.7 million class M at 'B+';
   -- $2.7 million class N at 'B'; and,
   -- $2.7 million class O at 'B-'.

Fitch does not rate the $12.6 million class P certificates.

The ratings upgrades are the result of the defeasance of the
second largest loan in the pool since Fitch's last rating action.
Four loans, 14.3% of the pool, have defeased which includes the
two largest loans in the transaction.

As of the December 2006 distribution date, the pool has paid down
3.8% to $693.7 million from $721.4 million at issuance.

Two loans have investment grade credit assessments: Tysons Corner
Center and AFR Office Portfolio.

Tysons Corner Center is secured by a 1.5 million square foot
regional mall located in McLean, Virgina.  The property is
encumbered by $340 million of debt consisting of four A notes. The
$35 million A-2 note is included in this trust and has a current
balance of $34.6 million.  For year-end 2005, the Fitch stressed
debt service coverage ratio increased to 1.83x compared to 1.53x
at issuance.

The AFR Office Portfolio is secured by 152 properties located in
19 states.  The debt on the portfolio consists of six A notes
which total $340 million and one B note of $100 million.

The $40 million A-4 note is included in this trust and has a
current balance of $34.7 million.  The Fitch stressed DSCR for
YE 2005 was 1.58x compared to 1.79x at issuance.

To date, there have been no realized losses and no specially
serviced loans.


GMAC COMMERCIAL: Expected Losses Cue Fitch's Rating Downgrades
--------------------------------------------------------------
Fitch Ratings downgrades and removes from Ratings Watch Negative
classes K through O of GMAC Commercial Mortgage Securities, Inc.,
series 2004-C3, commercial mortgage pass-through certificates.

These classes are downgraded:

   -- $6.3 million class K to 'B' from 'BB'; and,
   -- $4.7 million class L to 'B-' from 'BB-'.

These classes are downgraded and assigned Distressed Ratings:

   -- $4.7 million class M to 'CCC/DR1' from 'B+';
   -- $3.1 million class N to 'C/DR3' from 'B'; and,
   -- $3.1 million class O to 'C/DR6' from 'B-'.

In addition, Fitch affirms these classes:

   -- $24,250 million  class A-1 at 'AAA';
   -- $346.9 million class A-1A at 'AAA';
   -- $28.7  million class A-2 at 'AAA';
   -- $137.9 million class A-3 at 'AAA';
   -- $266   million class A-4 at 'AAA';
   -- $62.7  million class A-AB at 'AAA';
   -- $138.6 million class A-5 at 'AAA';
   -- $82.9 million class A-J at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $31.3 million class B at 'AA';
   -- $14.1 million class C at 'AA-';
   -- $20.3 million class D at 'A';
   -- $12.5 million class E at 'A-';
   -- $15.6 million class F at 'BBB+';
   -- $10.9 million class G at 'BBB';
   -- $20.3 million class H at 'BBB-'; and,
   -- $3.1  million class J at 'BB+'.

The $17.2 million class P is not rated by Fitch.

Fitch placed classes K through O on Ratings Watch Negative in July
2006 due to the anticipated default and subsequent foreclosure of
the Nashville Multifamily Portfolio.

The downgrades are the result of Fitch expected losses on these
specially serviced loans.

As of the November 2006 Remittance Report, the pool's aggregate
certificate balance has decreased 1.6% to $1.23 billion from $1.25
billion at issuance.  Currently four loans are in special
servicing.

The Nashville Portfolio is collateralized by four cross-defaulted
and cross-collateralized multifamily properties in Nashville,
Tennessee.  The loans transferred to the special servicer in
May 2006 due to monetary default.  Per the borrower, operations at
the properties had declined and could no longer support the debt
service payments.  Recent appraisal values of the properties
indicate significant losses are likely upon liquidation. Fitch
expected losses are expected to deplete classes P and O and
significantly impact class N.

Fitch has reviewed credit assessments of Houston Center, Union
Station and the Strategic Hotels Portfolio.  All three loans
maintain investment grade credit assessments based on their stable
performance.

Houston Center, the largest loan in the pool, is secured by an
office property in Houston, Texas.  The property contains a total
of 2.7 million square feet, of which 204,589 sf is retail space.

The loan consists of A-1 through A-5 notes, of which the A-1 and
A-3 notes are in the trust.  Occupancy as of September 2006 has
declined slightly to 89.7% from 91% at issuance.

Union Station, the second largest loan in the pool, is secured by
a mixed-use property in Washington D.C., with a total of
383,350 sf.  The property also serves as the hub for Amtrak and
two commuter lines.  Occupancy as of September 2006 has increased
slightly to 98.5% from 98% at issuance.

The Strategic Hotel Portfolio is secured by three Hyatt Regency
hotels with a total of 2,315 rooms.  The properties are located in
New Orleans, Louisiana, Phoenix, Arizona, and La Jolla,
California.  The loan consists of A-1 through A-4 notes and a B
note, with only the A-3 note in the trust.  Overall occupancy of
the portfolio declined to 34% as of August 2006 from 64% at
issuance due to the partial closure of the Hyatt Regency New
Orleans property.  The Hyatt Regency New Orleans sustained
significant damage during Hurricane Katrina, including the
majority of windows blown out and mold/moisture in most rooms.

However, the borrowers have substantial insurance coverage
including flood, windstorm, and business interruption. Renovations
are ongoing and the borrowers anticipate re-opening the hotel in
2007.  Fitch will continue monitoring the performance of this loan
and the New Orleans property, in particular.


GPS INDUSTRIES: Sept. 30 Balance Sheet Upside-Down by $28.05 Mil.
-----------------------------------------------------------------
GPS Industries disclosed financial results for the quarterly
period ended Sept. 30, 2006.  The company reported a net loss of
$3,484,385 on gross profit of $804,534 compared to a $2,175,823
net loss on $181,727 of gross profit for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $4,485,525
in total assets, $29,479,977 in total current liabilities,
$971,322 in convertible debt and $2,094,166 in long term debt
resulting in a stockholders' deficit of $28,059,940.  The company
also reported a working capital deficit of $26,742,446 at Sept.
30, 2006, compared to a working capital deficit of $23,771,591 at
Dec. 31, 2005.

                Securities Purchase Agreement

The company says that on Nov. 13, 2006, it entered into a
Securities Purchase Agreement with Great White Shark Enterprises,
Inc., and Leisurecorp, LLC pursuant to which the company agreed,
subject to certain closing conditions, to sell for an aggregate
purchase price of $15,740,890 a total of 1,574,089 shares of newly
authorized Series B Convertible Preferred Stock and warrants to
purchase up to 53,278,689 shares of the company's Common Stock.

The warrants are exercisable for five years, beginning after the
closing under the Securities Purchase Agreement, at an initial
exercise price of $0.122 per share.  In addition, under the
Securities Purchase Agreement, at the closing, the company will
issue to GWSE 274,089 Preferred Shares and warrants to purchase
6,606,497 shares of Common Stock in exchange for the cancellation
of certain indebtedness owed by the company to GWSE having an
aggregate unpaid balance of $2,740,890.

                            GWSE Loan

On Nov. 13, 2006, the company obtained a $1.5 million loan from
GWSE and a $5 million loan from Leisurecorp.

GWSE is a shareholder of the company and a lender to the under an
existing purchase order credit facility.  Bart Collins, one of the
company's directors, is the President of GWSE.  The foregoing
loans are each evidenced by an unsecured promissory note.

At the time of the execution of the Bridge Promissory Notes and
the Securities Purchase Agreement, Leisurecorp was not affiliated
with the company in any way.

The Bridge Promissory Notes bear interest on the outstanding
unpaid principal balance at a rate 4.83% per annum, provided that
the interest rate will increase to 11% per annum in the event that
an Event of Default has occurred.  The principal and all accrued
and unpaid interest is required to be paid in cash on the earliest
to occur of:

    (i) Mar. 31, 2007, and

   (ii) the closing of the purchase by Lenders of the company's
        Series B Convertible Preferred Stock and warrants pursuant
        to the Securities Purchase Agreement.

If the Bridge Promissory Notes are paid at the closing of the
purchase by the Lenders of the Company's Series B Convertible
Preferred Stock, the Lenders will apply the outstanding principal
and accrued interest due under the Bridge Promissory Notes towards
their purchases of the Company's Series B Convertible Preferred
Stock and Warrants.

                         Lines of Credit

As of Sept. 30, 2006, the company discloses that it borrowed
approximately $2,041,953 from a $1,425,000 bank line of credit.  
The excess represents the cash float arising from timing
differences between when payments are issued from this account and
when they are presented for payment.

The line of credit bears interest at prime plus 0.5%, is repayable
in full on demand and is secured by a one year standby bank letter
of credit for $1.5 million that was provided by a third party,
Hansen Inc.  This standby letter of credit from Hansen was renewed
until March 27, 2005 and subsequently to October 27, 2005 and has
now been renewed to December 31, 2006.

                        Convertible Debt

On November 8, 2006 the company entered into an agreement with the
Noteholders to pay $2.8 million and issue 3 million warrants to
purchase shares of the company's common stock at a price of $0.122
per share in full satisfaction of all amounts owing under the
Notes.  On November 15, 2006, the Company paid the $2.8 million
and on November 16, 2006 the Company issued the warrants to the
Noteholders.

                      Bankruptcy Warning

The company relates that it is continuing its efforts to raise new
capital during the remainder of 2006.  The company discloses that
it will require a substantial input of capital, either through
debt or equity capital or a combination, to continue operations.  
To the extent of the inability of the Company to raise such
capital the Company may have to cease or curtail operations or
seek protection from its creditors under the bankruptcy laws.

                     Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt on the company's
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2005.  
The auditing firm pointed to the company's significant losses,
working capital deficiency and need for additional funding
necessary to sustain operations through Dec. 31, 2006.

A full-text copy of the company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?16e1

                      About GPS Industries

GPS Industries Inc. -- http://www.gpsindustries.com/-- is a  
business solutions provider that is changing the way people play
golf and how golf courses do business.  The company's signature
solution, the Inforemer, has reinvented the application of global
positioning to the game and the business of golf by enhancing both
a golfer's game and a course's profitability like never before.

GPS Industries, a publicly traded company based in Vancouver,
Canada with customers around the world, is both a pioneer and
market leader in the development of GPS golf business solutions.  
The company has nearly a decade of experience in GPS and has
invested heavily in its patented Inforemer technology.  GPS
Industries partners with other leaders in sports and technology,
such as Greg Norman's Great White Shark Enterprises and CBS
Sportsline, to offer its customers and investors the ability to do
more.


GRAFTECH INT'L: Sells Cathode Business to Alcan for $135 Million
----------------------------------------------------------------
GrafTech International Ltd. has completed the sale of its cathode
business, including: Carbone Savoie and manufacturing assets to
Alcan, for $135 million, subject to certain agreed upon
adjustments, plus Alcan's assumption of certain related
liabilities.

GrafTech plans to use the estimated net proceeds of $120 million
to reduce debt.

"The value created by the completion of this sale allows us to
focus on our stated goal of further delevering the company while
positioning us for future growth," said GrafTech Chief Executive
Officer Craig Shular.  "As a result of the improvements made to
our balance sheet and the accretive nature of this transaction, we
will be in a strong position to capitalize on strategic
opportunities with the goal of creating long term value for our
shareholders."

With the completion of this sale and positive cash flow expected
in the fourth quarter 2006, GrafTech is targeting completion of
the year with net debt below $525 million, a $164 million
reduction from net debt levels at year-end 2005.  Moreover,
GrafTech continues to maintain a stable capital structure with
no material debt repayments required until 2010.

GrafTech announced on Oct. 19, 2006, that it was in discussions
with Alcan concerning the divestiture of its cathode business.

GrafTech International Ltd. -- http://www.graftechaet.com/--    
manufactures and provides synthetic and natural graphite and
carbon based products and technical and research and development
services, with customers in 80 countries engaged in the
manufacture of steel, aluminum, silicon metal, automotive products
and electronics.  The Company manufactures graphite electrodes and
cathodes, products essential to the production of electric arc
furnace steel and aluminum.  It also manufactures thermal
management, fuel cell and other specialty graphite and carbon
products for, and provides services to, the electronics, power
generation, semiconductor, transportation, petrochemical and other
metals markets.  GrafTech operates 13 manufacturing facilities
located in four continents.  

                          *      *      *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service affirmed its B1 Corporate Family Rating
for Graftech International Ltd., in connection with the
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the U.S. Chemicals and Allied
Products sectors.  Moody's also upgraded its Probability-of-
Default rating on Graftech International's $215 million Guaranteed
Senior Secured Revolving Credit Facility due 2010
to Ba1 from Ba3.


GRANITE BROADCASTING: Wants Akin Gump as Bankruptcy Attorneys
-------------------------------------------------------------
Granite Broadcasting Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Akin Gump Strauss Hauer & Feld LLP as their
attorneys, effective as of Dec. 11, 2006.

Lawrence I. Wills, the Debtors' chief financial officer, relates
that the Debtors have selected Akin Gump as their attorneys
because of the firm's extensive general experience and knowledge,
and, in particular, its recognized expertise with business
reorganizations under Chapter 11 of the Bankruptcy Code.

Akin Gump has been actively involved in many of the major chapter
11 cases filed in the last 10 years.  Akin Gump represents or has
represented parties in many recent large Chapter 11 cases,
including Calpine Corp., Delta Air Lines, Inc., Refco Inc., Tower
Automotive Inc., Collins & Aikman Corp., Solutia, Inc., Loral
Space & Communications, Ltd., WorldCom, Inc., ATA Holdings Corp.

In addition, Akin Gump is intimately familiar with the Debtors'
business and financial affairs and is well qualified to provide
the services required by the Debtors, Mr. Wills avers.  Akin Gump
has been general counsel to the Debtors since their inception in
1988 and has provided a broad array of services, including
general corporate, tax, litigation, ERISA, and restructuring
advice.  

Akin Gump will:

    a. advise the Debtors and take all necessary or appropriate
       actions at their direction with respect to protecting and
       preserving their estates, including the defense of any
       actions commenced against them, the negotiation of
       disputes in which they are involved, and the preparation
       of objections to claims filed against their estates;

    b. draft and develop all necessary or appropriate motions,
       applications, answers, orders, reports, and other papers
       in connection with the administration of the Debtors'
       estates on behalf of the Debtors, as debtors-in-
       possession;

    c. take all necessary or appropriate actions in connection
       with a plan or plans of reorganization and related
       disclosure statement(s) and all related documents, and
       further actions as may be required in connection with the
       administration of the Debtors' estates; and

    d. perform and advise the Debtors as to all other necessary
       legal services in connection with the prosecution of the
       Debtors' Chapter 11 cases.

Akin Gump will bill the Debtors at its standard hourly rates,
which currently are:

          Professional                   Rates
          ------------                   -----
          Partners                    $420 to $895
          Special Counsel & Counsel   $300 to $735
          Paraprofessionals            $65 to $225

The current hourly rates for the Akin Gump attorneys with primary
responsibility for this matter are:

   (a) Daniel H. Golden, Esq. (Partner - Financial Restructuring
       Department), $845 per hour;

   (b) Russell W. Parks, Jr., Esq. (Partner - Corporate        
       Department), $750 per hour;

   (c) Ira S. Dizengoff, Esq. (Partner - Financial Restructuring
       Department), $725 per hour;

   (d) Philip M. Abelson, Esq. (Associate - Financial
       Restructuring Department), $440 per hour;

   (e) Brian D. Geldert, Esq. (Associate - Financial    
       Restructuring Department), $360 per hour;

   (f) James A. Wright III, Esq. (Associate - Financial
       Restructuring Department), $330 per hour; and

   (g) Meredith A. Lahaie, (Associate - Financial
       Restructuring Department), $290 per hour.

The members and associates of Akin Gump who will be employed in
the Debtors' Chapter 11 cases are members in good standing of,
among others, the Bar of the State of New York and the United
States District Court for the Southern District of New York.

Akin Gump will also seek reimbursement of out-of-pocket expenses
incurred in connection with the engagement.

In the year prior to the Debtor's bankruptcy filing, Akin Gump
received payment of $6,377,324 for services rendered to the
Debtors.  In addition, the Debtors advanced $1,000,000 to Akin
Gump on account of services performed and to be performed and
expenses incurred and to be incurred in connection with the filing
and prosecution of the Debtors' Chapter 11 cases.  As of the
Petition Date, the fees and expenses incurred by Akin Gump and
debited against the amounts advanced to it approximated $641,646.

Ira S. Dizengoff, Esq., a member of Akin Gump assures the Court
that the firm and its professionals do not have any connection
with, or any interest adverse to, the Debtors, their creditors,
or any other party-in-interest, or their respective attorneys and
accountants.  The firm is a "disinterested person," as the term
is defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b).

Ms. Dizengoff can be reached at:

     Ira S. Dizengoff, Esq.
     Akin Gump Strauss Hauer & Feld LLP
     590 Madison Avenue
     New York, NY 10022-2524
     Tel: (212) 872-1000
     Fax: (212) 872-1002
     http://www.akingump.com/      
     
Headquartered in New York, Granite Broadcasting Corp. --
http://www.granitetv.com/-- owns and operates, or provides  
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The Company and five of its debtor-affiliates filed for
chapter 11 protection on Dec. 11, 2006 (Bankr. S.D. N.Y. Case
No. 06-12984).  Ira S. Dizengoff, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, represents the Debtors in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of $443,563,020 and debts
of $641,100,000.


GRANITE BROADCASTING: Wants Houlihan Lokey as Financial Advisor
---------------------------------------------------------------
Granite Broadcasting Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Houlihan Lokey Howard & Zukin Capital, Inc.,
as their financial advisor, nunc pro tunc to Dec. 11, 2006.

Pursuant to an engagement letter, the Debtors engaged Houlihan
Lokey as of March 9, 2006 to act as their financial advisor and
assist in their analysis and consideration of one or more
possible restructuring transactions.

Since that time, Houlihan Lokey has developed a great deal of
institutional knowledge regarding the Debtors' operations,
capital structure, and systems, relates Lawrence I. Wills, the
Debtors' chief financial officer.  Houlihan Lokey has been
instrumental in the development, structuring, and negotiation of
the Debtors' Plan of Reorganization, Mr. Wills adds.

The Debtors believe that they will require the assistance of an
experienced financial advisor like Houlihan Lokey during their
Chapter 11 cases.  Houlihan Lokey is an internationally
recognized investment banking and financial advisory firm, with
11 offices worldwide and more than 700 employees.  Houlihan
Lokey has served as a financial advisor in some of the largest
and most complex restructuring matters in the United States.

In its capacity as the Debtors' financial advisor, Houlihan Lokey
will:

   (a) evaluate the Debtors' strategic options;

   (b) advise the Debtors generally as to available financing and
       capital restructuring alternatives, including
       recommendations of specific courses of action;

   (c) assist the Debtors with the development, negotiation, and
       implementation of a restructuring plan, including
       participation as an advisor to the Debtors in negotiations
       with creditors and other parties involved in a
       restructuring;

   (d) assist the Debtors, if required, to draft an information
       memorandum to seek potential new capital, and to solicit,
       coordinate, and evaluate indications of interest regarding
       a Transaction;

   (e) assist the Debtors with the design of any debt and equity
       securities or other consideration to be issued in
       connection with a Transaction;

   (f) advise the Debtors as to potential mergers or
       acquisitions, and the sale or other disposition of any of
       the Debtors' assets or businesses;

   (g) assist the Debtors in communications and negotiations with
       their constituents, including creditors, employees,
       vendors, shareholders, and other parties-in-interest in
       connection with any Transaction; and

   (h) render other financial advisory and investment banking
       services as may be mutually agreed upon by Houlihan Lokey
       and the Debtors.

As set forth in the Engagement Agreement, the Debtors and
Houlihan Lokey agreed to these terms of compensation:

   (a) The Debtors agreed to pay to Houlihan Lokey a $150,000
       monthly cash fee for the first three months and $125,000
       each month thereafter.

   (b) In conjunction with a Restructuring Transaction, Houlihan
       Lokey will act as the Debtors' advisor, and the Debtors
       will pay a cash fee without duplication equal to 0.75% of
       the face amount of outstanding Company Obligations that
       are restructured, modified, amended, forgiven, or
       otherwise compromised, the fee to be payable on the
       earlier of:

         (i) the date of closing of the Restructuring Transaction
             or

        (ii) the date on which any amendment to or other changes
             in the instruments or terms pursuant to which the
             Company Obligations were issued or entered into
             become effective.

   (c) In conjunction with an M&A Transaction for which the
       Debtors have requested the involvement of Houlihan Lokey,
       the firm will act as the Debtors' advisor, and the Debtors
       will pay Houlihan Lokey immediately and directly out of
       any M&A Transaction's proceeds as a cost of sale at the
       closing of any M&A Transaction, in cash, a fee based on
       Aggregate Gross Consideration equal to 0.75% of AGC.  To
       the extent the Debtors request Houlihan Lokey's assistance
       with the proposed sale of the Debtors' San Francisco
       television station, the M&A Transaction Fee will be
       mutually agreed upon.

       If an M&A Transaction is consummated as part of a
       Restructuring Transaction, Houlihan Lokey will be
       entitled to the greater of the M&A Transaction Fee and the
       Restructuring Transaction Fee, but not both.  If the M&A
       Transaction Fee is based on a sale of assets rather than
       the Debtors as a whole, the M&A Transaction Fee will be
       credited against the Restructuring Transaction Fee.

   (d) If the Debtors require a Financing Transaction to
       consummate any other Transaction, then Houlihan Lokey will
       act as the Debtors' advisor in connection with the
       Financing Transaction and will be paid a fee equal to the
       sum of 1% of all senior secured debt and bank debt raised
       or committed, 3% of the aggregate principal amount of all
       second lien, junior secured, unsecured, non-senior, and
       subordinate debt financing raised or committed, and 5% of
       all equity or equity equivalents raised, which fees will
       be paid immediately out of the proceeds of the placement.  
       However, Houlihan Lokey will only receive two-thirds of
       the Financing Transaction Fees outlined above with respect
       to any proceeds raised or committed in a Financing
       Transaction from existing investors in the Debtors.

   (e) All Monthly Fees paid after the debtor's bankruptcy
       filling will reduce any other fees otherwise payable
       under the Engagement Agreement dollar-for-dollar.

   (f) The maximum fees in the aggregate payable under the
       Engagement Agreement will not exceed the lesser of 0.75%
       of the aggregate Transactions and $5,000,000.

   (g) The Debtors agree to promptly reimburse Houlihan Lokey,
       upon request from time to time, for all out-of-pocket
       expenses reasonably incurred by Houlihan Lokey before
       termination in connection with the matters contemplated by
       the Engagement Agreement, including, without limitation,
       reasonable fees of counsel, not to exceed $25,000 except
       with the Debtors' prior written consent.

The Debtors have paid Houlihan Lokey an aggregate amount of
$1,817,983 in fees and reimbursement of expenses for its services
rendered prepetition.

The Debtors agree to indemnify and hold harmless Houlihan and its
professionals against any and all losses, claims, damages,
liabilities, costs, and expenses in connection with any matter
relating to the Engagement Agreement.

David Hilty, managing director with Houlihan Lokey, assures the
Court that his firm does not represent any of the Debtors'
creditors or other parties to this proceeding, or their
respective attorneys or accountants, in any matter, which is
adverse to the interests of any of the Debtors.  Houlihan Lokey
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Hilty can be reached at:

     David Hilty
     Houlihan Lokey Howard & Zukin Capital, Inc.
     245 Park Avenue
     New York, NY 10167-0001
     Tel: (212) 497-4100
     Fax: (212) 661-3070
     http://www.hlhz.com/
     
Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides  
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

The Company and five of its debtor-affiliates filed for
chapter 11 protection on Dec. 11, 2006 (Bankr. S.D. N.Y. Case
No. 06-12984).  Ira S. Dizengoff, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, represents the Debtors in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of $443,563,020 and debts
of $641,100,000.


GREENWICH CAPITAL: S&P Rates $1.5MM Class S Certificates at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Greenwich Capital Commercial Funding Corp.'s
$986.3 million commercial mortgage pass-through certificates
series 2006-FL4.

The preliminary ratings are based on information as of
Dec. 12, 2006.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, and the economics of the underlying mortgage loans.  
Standard & Poor's analysis determined that, on a weighted average
basis, the trust pool has a debt service coverage of 1.58x based
on the current constant, assuming a one-month LIBOR of 5.35%, and
a beginning and ending LTV of 66.7%.

                  Preliminary Ratings Assigned

           Greenwich Capital Commercial Funding Corp.
  
                                                    Recommended  
                                      Preliminary   credit
   Class                Rating        amount        support
   -----                ------        -----------   -----------
   A-1                  AAA          $572,069,000    42.000%
   A-2                  AAA          $230,389,000    18.642%
   B                    AA+           $35,378,000    15.055%
   C                    AA            $30,713,000    11.941%
   D                    AA-           $17,970,000    10.119%
   E                    A+            $16,734,000     8.423%
   F                    A             $11,291,000     7.278%
   G                    A-            $15,004,000     5.757%
   H                    BBB+          $17,589,000     3.973%
   J                    BBB           $14,191,000     2.535%
   K                    BBB            $7,229,000     1.802%
   L                    BBB-          $17,769,845     0.0%
   N-MET                NR             $2,150,848       N/A
   O-MET                NR             $6,596,721       N/A
   N-LAX                NR               $997,740       N/A
   N-NZH                NR             $2,257,227       N/A
   N-NW                 NR             $1,598,637       N/A
   O-NW                 NR               $899,005       N/A
   P-NW                 NR               $961,005       N/A
   Q-NW                 NR             $1,169,823       N/A
   N-MON                BBB            $1,133,143       N/A
   O-MON                BBB-           $1,473,799       N/A
   N-TRU                AA             $1,154,598       N/A
   O-TRU                A              $1,910,881       N/A
   P-TRU                BBB            $1,273,921       N/A
   Q-TRU                BBB-             $955,440       N/A
   S-TRU                BB+            $1,542,434       N/A
   N-E161               NR               $770,025       N/A
   N-WSC                A              $1,275,466       N/A
   O-WSC                BBB            $1,119,137       N/A
   P-WSC                BBB-             $839,353       N/A
   N-SCR                NR               $894,087       N/A
   O-SCR                NR             $1,378,484       N/A
   N-PDS                BBB+           $1,094,221       N/A
   O-PDS                BBB-           $1,077,258       N/A
   N-WYN                NR               $993,129       N/A
   N-2600               NR             $1,381,234       N/A
   O-2600               NR             $1,966,176       N/A
   P-2600               NR             $1,303,037       N/A
   Q-2600               NR             $1,713,347       N/A
   N-HAP                NR             $2,259,615       N/A
   O-HAP                NR             $1,138,994       N/A
   P-HAP                NR             $1,307,734       N/A
   N-CPH                NR             $1,107,623       N/A
   O-CPH                NR             $1,907,473       N/A
   P-CPH                NR               $803,146       N/A
   Q-CPH                NR               $803,146       N/A
   S-CPH                NR             $1,355,309       N/A
   N-LJS                NR               $583,585       N/A
   N-LDC                NR             $1,070,336       N/A
   O-LDC                NR               $908,461       N/A
   P-LDC                NR               $838,579       N/A
   N-444                NR             $1,115,955       N/A
   O-444                NR             $1,072,762       N/A
   N-TID                A              $1,750,203       N/A
   O-TID                BBB+           $1,336,694       N/A
   P-TID                BBB-           $1,334,558       N/A
   N-GSM                BBB+             $908,068       N/A
   O-GSM                BBB-           $1,044,721       N/A
   X-1*                 AAA          $986,326,845       N/A
   LR**                 NR                      -       N/A
   R**                  NR                      -       N/A
       
           *Interest-only class with a notional amount.
             **Residual class with a notional amount.
                     N/A -- Not applicable.
                        NR -- Not rated.


HAYES LEMMERZ: Incurs $59.6 Mil. Net Loss in Quarter Ended Oct. 31
------------------------------------------------------------------
Hayes Lemmerz International Inc. reported that sales for the
fiscal third quarter ended Oct. 31, 2006, were $589.5 million,
down 2.4% from $604 million a year earlier.

Loss from operations for the fiscal third quarter was
$27.6 million, compared with earnings from operations of
$16.8 million in the third quarter of 2005.  

The Company's net loss in the third quarter was $59.6 million,
compared with a net loss of $13.3 million in the same period a
year earlier.  

The loss includes a $39 million asset impairment charge related to
the Company's suspension facilities in Bristol, Indiana, and
Montague, Michigan.  Excluding the impairment charge, the company
had earnings from operations of $11.4 million and a net loss of
$20.6 million during the quarter.

"Although our sales were down 2.4%, they reflect the Company's
move to a more diverse customer base when compared to the 15%
declines in Big 3 production volumes in North America," said
Curtis Clawson, President, CEO and Chairman of the Board.

In the third quarter, Hayes Lemmerz reported free cash flow of
$27.6 million, excluding the impact of the company's
securitization program, up $5 million from a year earlier.  The
company reduced its overall debt by approximately $24 million in
the third quarter.  Liquidity as of Oct. 31, 2006, was
$158 million, an increase of $6 million from July 31, 2006.

The company reported adjusted EBITDA for the quarter of
$52.7 million, a decline of $5.3 million from a year earlier.

During the third quarter, Hayes Lemmerz sold its Southfield,
Michigan suspension machining facility, which further reduced the
company's dependence on the North American automotive market.

"We are continuing to execute our operating plan, focus our
capital expenditures in high growth/low cost areas, maintain
adequate liquidity, and drive positive free cash flow," Mr.
Clawson said.  "Our customer and geographic mix continue to
improve, and our restructuring efforts are on track, generating
substantial savings as we go forward," he added.

So far this year, Hayes Lemmerz has won over $475 million of new
business, 80% of which is with international customers, including
Asian OEMs Toyota, Hyundai, Nissan, and Honda, and European OEMs
Volkswagen, Audi, BMW, Renault, and Fiat.  The company is
continuing to diversify its product mix in North America, as the
market shifts toward passenger cars and cross over SUVs.

A core component of Hayes Lemmerz' strategy is to grow by
maximizing customer satisfaction.  "Hayes Lemmerz is proud to
supply wheels to all of the ten top selling platforms in Europe,
and to seven of the ten top selling platforms in North America,"
Mr. Clawson said.  "Additionally, for the fifth consecutive year,
Hayes Lemmerz' South Africa Operation was recognized with Ford
Motor of Southern Africa's Supplier of the Year award."

For the full year, Hayes Lemmerz expects to achieve sales of
$2.2 billion to $2.3 billion, improved adjusted EBITDA compared
with 2005, and capital expenditures of $75-85 million.  In the
fourth quarter, the company expects to expand capacity at its
aluminum wheel plants in the Czech Republic, Thailand, and Turkey.

At Oct. 31, 2006, the company's balance sheet showed
$1.738 billion in total assets, $1.579 billion in total
liabilities, $53 million in minority interests, and $106 million
in total stockholders' equity.

Full-text copies of the company's third fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?16e7

Based in Northville, Michigan, Hayes Lemmerz International Inc.
(Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- is a leading  
global supplier of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components.  The company has 36 facilities and over 10,000
employees worldwide.

                           *     *     *

Standard & Poor's Ratings Services affirmed, on Sept. 13, 2006,
its 'B-' corporate credit rating on Hayes Lemmerz International
Inc. and removed the rating from CreditWatch with negative
implications, where it was placed Aug. 21, 2006.  S&P said the
outlook is negative.

Standard & Poor's Ratings Services placed on Aug. 24, 2006, Hayes
Lemmerz International Inc.'s B- rating on CreditWatch with
negative implications.


HAYES LEMMERZ: South African Operation Receives Ford's Award
------------------------------------------------------------
Hayes Lemmerz International Inc. announced that its aluminum wheel
manufacturing operation in Alrode, South Africa, has received the
2006 Supplier of the Year Award from Ford Motor Company of
Southern Africa.

For the fifth year in a row, Hayes Lemmerz was selected to receive
one of only 20 awards as a result of the consistently high
standard it has maintained in its products and services.

Based in Northville, Michigan, Hayes Lemmerz International Inc.
(Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- is a global  
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The company has 36 facilities and over 10,000
employees worldwide.

                           *     *     *

Standard & Poor's Ratings Services affirmed on Sept. 13, 2006, its
'B-' corporate credit rating on Hayes Lemmerz International Inc.
and removed the rating from CreditWatch with negative
implications, where it was placed Aug. 21, 2006.  S&P said the
outlook is negative.

Standard & Poor's Ratings Services placed on Aug. 24, 2006, Hayes
Lemmerz International Inc.'s B- rating on CreditWatch with
negative implications.


HEADLINERS ENT: Equity Deficit Rises to $12.1 Million at Sept. 30
-----------------------------------------------------------------
Headliners Entertainment Group Inc. reported a $1.6 million net
loss on $1.7 million of net revenues for the three months ended
Sept. 30, 2006, compared with a $5.1 million net loss on $1.8
million of net revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $3.4 million
in total assets and $15.5 million in total liabilities, resulting
in a $12.1 million stockholders' deficit.  The company reported a
$10.6 million stockholders' deficit at June 30, 2006.
Additionally, the company's accumulated deficit stood at $71.4
million as of Sept. 30, 2006.

As of Sept. 30, 2006, the company's balance sheet also showed
strained liquidity with $356,086 in total current assets available
to pay $5.2 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?16e8

                       Going Concern Doubt

Bagell, Josephs, Levine & Company, L.L.C., in Gibbsboro, New
Jersey, raised substantial doubt about Headliners Entertainment
Group, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2005.  The auditor pointed to the company's
sustained operating losses and capital deficits.
              
                  About Headliners Entertainment

Based in Montclair, New Jersey, Headliners Entertainment Group,
Inc., -- http://www.rascalscomedyclub.com/-- through its  
subsidiaries, engages in the operation of comedy clubs primarily
in New Jersey.  It operates embedded, hotel-based, and licensed
comedy clubs.


HELLER FINANCIAL: Fitch Affirms Low-B Ratings on $30.3MM of Certs.
------------------------------------------------------------------
Fitch Ratings upgrades Heller Financial Commercial Mortgage Asset
Corp.'s mortgage pass-through certificates, series 1999 PH-1, as:

   -- $17.7 million class G to 'AA+' from 'AA';
   -- $35.3 million class H to 'A-' from 'BBB+'.

In addition, Fitch affirms these classes:

   -- $514.4 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $22.7 million class B at 'AAA';
   -- $20.2 million class C at 'AAA';
   -- $53   million class D at 'AAA';
   -- $12.6 million class E at 'AAA';
   -- $37.9 million class F at 'AAA';
   -- $20.2 million class J at 'BBB-';
   -- $7.6  million class K at 'BB+';
   -- $15.1 million class L at 'B'; and,
   -- $7.6  million class M at 'B-'.
   
The $6 million class N is not rated by Fitch.

Class A-1 has been paid in full.

The upgrades reflect the increased subordination levels due to
loan payoffs and scheduled amortization, as well as additional
defeasance of eight loans since Fitch's last rating action.

As of the November 2006 distribution date, the pool's balance has
been reduced 23.7% to $770.2 million from $1 billion at issuance.
Since issuance, 30 loans have defeased.

Currently, there are five specially serviced loans.

The largest group of specially serviced loans is collateralized by
a portfolio of three, cross-collateralized apartment buildings in
Colorado Springs, Colorado.  The loans remain current.  The
special servicer is evaluating workout options with respect to
these loans.

The second largest specially serviced loan is secured by a
multifamily property in Houston, Texas and is current.  The loan
transferred to special servicing in October 2006 due to imminent
default arising from a decline in occupancy.  The special servicer
is negotiating with the borrower with respect to a workout.

The third largest specially serviced loan is a retail center in
Inkster, Michigan, which is in the process of foreclosure and will
become real estate owned by year-end 2006.

Fitch-projected losses on the specially serviced loans are
expected to be absorbed by nonrated class N.
Fitch reviewed the performance and underlying collateral of the
two credit assessed loans in the pool: South Plains Mall and the
Station Plaza Office Complex.

Based on their stable performance, both credit assessments remain
investment grade.


HUDBAY MINERALS: $42.24 Mil. or 94% of Sr. Secured Notes Tendered
-----------------------------------------------------------------
HudBay Minerals Inc.'s pricing terms of the tender offer by its
wholly owned subsidiary, Hudson Bay Mining and Smelting Co.,
Limited, for any and all of HBMS' outstanding 9-5/8% Senior
Secured Notes due 2012 have been determined.

Global Bondholder Services Corporation, the depositary for the
tender offer, has also advised HBMS that, as of 5:00 p.m., New
York City time, on Dec. 6, 2006, $42.24 million aggregate
principal amount of the Notes had been validly tendered and not
withdrawn and consents delivered and not revoked, representing
approximately 94% of the Notes outstanding.  The tender offer
remains open and is scheduled to expire at 12:00 a.m., New York
City time, on Dec. 20, 2006.

The total consideration for the Notes tendered and accepted for
purchase was determined as of 10:00 a.m., New York City time, on
Dec. 7, 2006 by reference to a fixed spread of 50 basis points
over the 3-1/4% U.S. Treasury Security due Jan. 15, 2009, pursuant
to the terms and subject to the conditions set forth in HBMS'
Offer to Purchase and Consent Solicitation Statement, dated
Nov. 22, 2006.  Assuming an early payment date of Dec. 8, 2006,
the total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn at or prior to the Consent
Date, is $1,133.30, which includes a consent payment of $30 per
$1,000 principal amount of Notes.

Holders whose Notes are validly tendered after the Consent Date
but prior to the Expiration Date will be eligible to receive the
tender offer consideration, determined as set forth in the Offer
to Purchase and Consent Solicitation Statement, but will not be
eligible to receive the consent payment of $30 per $1,000
principal amount of Notes.  Closing of the tender offer is subject
to customary conditions set forth in the Offer to Purchase and
Consent Solicitation Statement.

HBMS has obtained the required consents to allow it to amend the
indenture governing the Notes to eliminate most of the restrictive
and affirmative covenants and certain events of default.  HBMS
intends to promptly execute a supplemental indenture containing
such proposed amendments, which will become effective as set forth
in the Offer to Purchase and Consent Solicitation Statement.

HBMS has engaged Credit Suisse Securities (USA) LLC to act as
dealer manager for the tender offer and solicitation agent for the
consent solicitation.

Questions regarding the tender offer and consent solicitation
should be directed to:

     Credit Suisse Securities (USA) LLC
     Telephone (800) 820-1653 or (212) 538-0652

Requests for documentation should be directed to the information
agent and depositary for the tender offer and consent
solicitation:

     Global Bondholder Services Corporation
     Telephone (866) 470-4300 or (212) 430-3774

The tender offer and consent solicitation is being made solely by
means of the tender offer documents.  nder no circumstances shall
this press release constitute an offer to purchase or the
solicitation of an offer to sell the Notes or any other securities
of HBMS or HudBay. It also is not a solicitation of consents to
the proposed amendments to the indenture.  No recommendation is
made as to whether holders of the Notes should tender their Notes.

HudBay Minerals Inc. is engaged in the mining and processing of
zinc, copper and other by-product metals.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the North American Metals & Mining sectors, the
rating agency confirmed its B1 Corporate Family Rating for HudBay
Minerals, Inc., and its Ba3 rating on Hudson Bay Mining & Smelting
Co., Ltd.'s $55 million issue of 9.625% guaranteed senior secured
notes due 2012.  Moody's also assigned an LGD3 rating to those
loans, suggesting noteholders will experience a 40% loss in the
event of a default.


IMPATH INC: Trustee Discloses Settlement with Asset Purchaser
-------------------------------------------------------------
The Post-Dissolution Trustee of IMPATH Inc. reported that it has
reached a settlement regarding the pending arbitration with the
purchaser of IMPATH Inc.'s core business assets.

On Friday, Dec. 8, 2006, the motion for approval of the settlement
was filed with the U.S. Bankruptcy Court for the Southern District
of New York.

The settlement will expire on Dec. 29, 2006, unless approved by
the Court.  If the settlement is approved by the Court and no
appeal is taken, it is anticipated that the Trustee will make a
cash distribution on account of the settlement of approximately
$0.36 per unit of Class A Beneficial Interests to holders of such
units on or about Jan. 10, 2007.  The record date for determining
holders of units for this distribution will be Dec. 29, 2006.

Notice of the filing of the Motion has been mailed to holders of
record of Class A Beneficial Interests of the IMPATH Bankruptcy
Liquidating Trust -- Class A Beneficial Interests.  A hearing
on approval of the Motion has been scheduled by the Court on
Dec. 29, 2006.

Headquartered in New York, New York, Impath Inc., together with  
its subsidiaries, is in the business of improving outcomes for  
cancer patients by providing patient-specific diagnostic and  
prognostic services to pathologists and oncologists, providing  
products and services to biotechnology and pharmaceutical  
companies, and licensing software to hospitals, laboratories, and  
academic medical centers.  The Company and its affiliates filed   
for chapter 11 protection on Sept. 28, 2003 (Bankr. S.D.N.Y. Case   
No. 03-16113).  George A. Davis, Esq., at Weil, Gotshal & Manges,   
LLP represents the Debtors in their restructuring efforts.  When   
the Company filed for protection from its creditors, it listed  
$192,883,742 in total assets and $127,335,423 in total debts.


ISLE OF CAPRI: Earns $3.3 Million in Second Quarter Ended Oct. 29
-----------------------------------------------------------------
Isle of Capri Casinos Inc. reported net income of $3.3 million for
the second fiscal quarter ended Oct. 29, 2006, compared with a net
loss of $4.2 million in the quarter ended Oct. 23, 2005.

The increase in net income is primarily due to a $7.7 million net
gain on sale of discontinued operations, which include Isle-
Vicksburg, Isle-Bossier City, and Colorado Grande-Cripple Creek.

Operating income for the second fiscal quarter ended Oct. 29,
2006, was $12.6 million, versus $9.4 million for the comparable
quarter in 2005.

Net revenues was $243.2 million for the second fiscal quarter
ended Oct. 29, 2006, compared with $210 million for the same
quarter in 2005.

Gross revenues for the fiscal quarter ended Oct. 29, 2006, were
$298.5 million, which included $249.2 million of casino revenue,
$13.3 million of room revenue, $3.8 million of pari-mutuel
commissions, and $32.2 million of food, beverage and other
revenue.  This compares with gross revenues for the fiscal quarter
ended Oct. 23, 2005, of $255.1 million, which included
$215.5 million of casino revenue, $8.9 million of room revenue,
$3.8 million of pari-mutuel commissions, and $26.9 million of
food, beverage, and other revenue.

Casino revenue increased by $33.8 million, or 15.7 % to
$249.2 million from $215.4 million in the fiscal quarter ended
Oct. 23, 2005.

Room revenue increased $4.4 million, or 49.5% to $13.3 million
from $8.9 million in the fiscal quarter ended Oct. 23, 2005,
primarily resulting from the increased capacity at Isle-Biloxi,
the two hotels in Black Hawk and Isle-Boonville.

Food, beverage, and other revenues for the current quarter
increased by $5.2 million, or 19.4% to $32.1 million from
$26.9 million in the prior year quarter.

Casino operating expenses increased $7.9 million, or 23.4% in the
quarter ended Oct. 29, 2006, compared with the fiscal quarter
ended Oct. 23, 2005.

Net interest expense for the quarter increased $1.8 million or
10.2% compared with its fiscal quarter ended Oct. 23, 2005.  The
increase is attributable to the higher interest rates and higher
debt balances on its senior secured credit facility.

Cash and cash equivalents and marketable securities at Oct. 29,
2006, was $142.5 million, compared with $138.9 million at April
30, 2006, the end of its 2006 fiscal year.  Of the $3.6 million
increase, $3.3 million is a decrease in cash and cash equivalents
and is the net result of $8.4 million net used by operating
activities, $14.7 million net cash provided by investing
activities and $3 million net cash used in financing activities.

The company also had $69 million of restricted cash as of
Oct. 29, 2006, related to proceeds from the sale of discontinued
operations held in escrow for a possible tax-free exchange
transaction.  An exchange transaction would allow the company to
defer federal income taxes on the gain on the sale.

In addition, as of Oct. 29, 2006, the company had $360 million of
capacity under its lines of credit and available term debt which
consisted of $334.4 million in unused credit capacity under the
revolving loan commitment on its senior secured credit facility,
$21.6 million of unused credit capacity under the Isle-Black
Hawk's senior secured credit facility and $4 million under other
lines of credit and available term debt.

A full text-copy of the company's quarterly report on Form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?16c6

Based in Biloxi, Miss., Isle of Capri Casinos Inc. (Nasdaq: ISLE)
-- http://www.islecorp.com/-- develops and owns gaming and  
entertainment facilities.  The Company owns and operates riverboat
and dockside casinos in Biloxi, Vicksburg, Lula and Natchez,
Miss.; Bossier City and Lake Charles (two riverboats), La.;
Bettendorf, Davenport and Marquette, Iowa; and Kansas City and
Boonville, Mo.  The Company also owns a 57% interest in and
operates land-based casinos in Black Hawk (two casinos) and
Cripple Creek, Colorado.  Isle of Capri's international gaming
interests include a casino that it operates in Freeport, Grand
Bahama, and a 2/3 ownership interest in casinos in Dudley, Walsal
and Wolverhampton, England.  The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Fla.

                           *     *     *

Moody's Investors Service affirmed its Ba3 Corporate Family Rating
on Isle of Capri Casinos in connection with its implementation of
the new Probability-of-Default and Loss-Given-Default rating
methodology for the Gaming, Lodging & Leisure sector.  Moody's
assigned LGD ratings to four of the Company's debts including a
LGD5 rating on its 9% Sr. Sub. Notes, suggesting debt holders will
experience a 76% loss in the event of a default.

As reported in the Troubled Company Reporter on Nov. 8, 2006,
Standard & Poor's Ratings Services affirmed ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating.

At the same time, Standard & Poor's removed the ratings from
CreditWatch, where they were placed on Oct. 4, 2006, with negative
implications.  The outlook is stable.


IVOW INC: Receives Final Delisting Determination from NASDAQ
------------------------------------------------------------
The NASDAQ Stock Market had made a final determination to delist
the Common Stock of iVOW, Inc., and will file a Form 25 with the
Securities and Exchange Commission to complete the delisting.  The
delisting will become effective ten days after the Form 25 filing.  
NASDAQ previously suspended trading of the security, for the
reasons stated on the Form 25.

On Nov. 21, 2006, iVOW, Inc. received a Staff Determination Letter
from the NASDAQ Stock Market, stating that the Company is not in
compliance with NASDAQ Marketplace Rule 4310(c)(14) because it has
not filed its Quarterly Report on Form 10-QSB for the period ended
Sept. 30, 2006 in a timely manner.  NASDAQ Marketplace Rule
4310(c)(14) requires the Company to file with NASDAQ, on a timely
basis all reports and other documents required to be filed with
the SEC.  As previously disclosed, the Company's audit committee
is in the process of retaining a new audit firm to serve as the
Company's independent registered public accounting firm.  The
Company intends to file the Form 10-QSB as promptly as possible
following its retention of a new independent registered public
accounting firm.

The Staff Determination Letter indicated that the Company's common
stock would be suspended at the opening of business on Nov. 30,
2006, and a Form 25-NSE would be filed with the SEC, which would
remove the Company's securities from listing and registration on
NASDAQ unless the Company requests a hearing before a NASDAQ
Listing Qualifications Panel.  As previously disclosed, on
Oct. 13, 2006, the Company received a NASDAQ Staff Deficiency
Letter stating that the Company had failed to comply with the
minimum bid price requirement for continued listing set forth in
Marketplace Rule 4310(c)(4) because for 30 consecutive business
days, the bid price of the Company's common stock had closed below
the minimum $1.00 bid requirements.

Based in San Diego, California, iVow, Inc. (NASDAQ: IVOW) --
http://www.ivow.com/-- provides program management, healthcare
services, operational consulting and clinical training services to
employers, payors, physicians and hospitals involved in the
medical and surgical treatment of the chronic and morbidly obese.
The Company also provides specialized vitamins to patients who
have undergone obesity surgery.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2006,
J.H. Cohn LLP in San Diego, California, expressed substantial
doubt about iVOW, Inc.'s ability to continue as a going concern
after auditing its financial statements for the fiscal year ended
Dec. 31, 2005.  The auditing firm pointed the Company's recurring
net losses and negative net cash flows from operating activities
since inception.


JAZZ GOLF: Changes Name to 2980304 Canada Pursuant to Assets Sale
-----------------------------------------------------------------
Jazz Golf Equipment Inc. changed its name to 2980304 Canada Inc.
effective Nov. 24, 2006, pursuant to the terms of its assets sale
and undertaking to 5330319 Manitoba Ltd., under the previously
announced Proposal under the Bankruptcy and Insolvency Act.

The company announced that Patrick Matthews, Jeff Thompson and
Robert Kennedy have resigned as directors effective Nov. 22, 2006.

The company also disclosed that Mark Breslauer resigned as
President and Chief Executive Officer on Nov. 23, 2006.  Harold
Heide became President and Chief Executive Officer on that date.

                        About Jazz Golf

Headquartered in Winnipeg, Manitoba, Jazz Golf Equipment Inc. (TSX
VENTURE: JAZZ.A, NEX:JZZ.H) -- http://www.jazzgolf.com/--  
manufactures and distributes, primarily in Canada, high quality
golf clubs and accessories.

                         *     *     *

In its interim financial statements for the nine months ended
May 31, 2006 and 2005, Jazz Golf's balance sheet showed $2,528,174
in total assets and $3,584,625 in total liabilities, resulting in
a $1,056,451 stockholders' deficiency.  Additionally, as indicated
in its going concern explanatory paragraphs, the company has
experienced significant losses and negative cash flows from
operations in fiscal years 2002 to 2005.


JEAN COUTU: Wants Issue on Sr. Notes Transfer to Rite Aid Resolved
------------------------------------------------------------------
The Jean Coutu Group Inc. filed a declaratory judgment action in
the U.S. District Court for the Southern District of New York to
obtain a definitive resolution regarding the intended transfer of
the company's 8.5% Senior Subordinated Notes in the amount of $850
million to Rite Aid Corporation in connection with the pending
transaction between the two companies.

As reported in the Troubled Company Reporter on Aug. 25, 2006,
Rite Aid and Jean Coutu entered into a definitive agreement,
on Aug. 24, 2006, in which its US subsidiary, The Jean Coutu
Group (PJC) USA Inc., will be merged into Rite Aid.  Under the
transaction, The Jean Coutu Group will receive $1.45 billion
in cash, subject to customary working capital adjustments, and
250 million shares of Rite Aid common stock giving it a 32%
common equity interest and 30.2% of the voting power in the
expanded Rite Aid.  Rite Aid also intends to assume $850 million
of The Jean Coutu Group's long-term debt.  Based on Rite Aid's
prior one-month average closing share price, the transaction would
be valued at approximately $3.4 billion.

As it has stated from the initial announcement of the pending
transaction with Rite Aid, the Company believes that the intended
transfer of this debt is permitted by its contractual obligations
and by all applicable laws.

In order to answer any questions raised by the holders of the
Notes, The Jean Coutu Group has determined to seek a clear and
unambiguous judicial declaration in its favor prior to closing.

                         About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- runs a drugstore   
chain with 2005 annual revenues of $17.3 billion and 3,320 stores
in 27 states and the District of Columbia.

                        About Jean Coutu

Headquartered in Longueuil, Quebec, The Jean Coutu Group Inc.
(TSX: PJC.A) -- http://www.jeancoutu.com/-- has a combined
network of 2,175 corporate and franchised drugstores (under the
banners of Brooks and Eckerd Pharmacy, PJC Jean Coutu, PJC
Clinique and PJC Sante Beaute) in North America.  The Group's
United States operations employ 46,000 people and comprise 1,853
corporate owned stores located in 18 states of the Northeastern,
mid-Atlantic and Southeastern United States.  The Group's Canadian
operations and franchised drugstores in its network employ over
14,000 people and comprise 322 PJC Jean Coutu franchised stores in
Quebec, New Brunswick and Ontario.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2006,
in connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the US & Canadian Retail sector, the rating agency
downgraded its B3 Corporate Family Rating for The Jean Coutu
Group, Inc.


KIRKLAND KNIGHT: Wants to Use Madison Capital's Cash Collateral
---------------------------------------------------------------
Kirkland Knightsbridge LLC asks the U.S Bankruptcy Court for the
Northern District of California for permission to use cash
collateral securing repayments of its obligations to Madison
Capital Group LLC.

On Feb. 2, 2004, the Debtor and its affiliate Kirkland Cattle
Company jointly borrowed a loan of $20,000,000 from The Travelers
Insurance Co. to be used in consolidating and refinancing
obligations as well as for working capital.  The loan was later
assigned to Met Life Insurance Company of Connecticut and then
finally assigned to Madison Capital Group LLC.

The Debtor says that this loan was evidenced by a promissory note,
deed of trust, and other collateral documentation.

Pursuant to the loan documents, Madison Capital holds lien on the
Debtor's grape crop, certain other personal property, and their
proceeds.

The Debtor says it needs the cash to pay ongoing operational
expenses in order to promulgate a plan of reorganization, and to
pay postpetition payroll and other critical operating expenses.

The Debtor is currently negotiating with Madison Capital's counsel
to renew the "stipulation of cash collateral" that will expire on
Dec. 31, 2006.

To provide Madison Capital with adequate protection required under
Sections 361(2) and 363(e) under the U.S. Bankruptcy Code for any
diminution in the value of its collateral, the Debtor will grant
Madison Capital replacement liens to the same extent, validity and
priority as the prepetition liens.

The Debtor believes that, even without the replacement lien,
Madison Capital Group is adequately protected for the use of its
cash collateral because the loan is secured by a first deed of
trust on real property assets of the debtor and its affiliate
Kirkland Cattle Company worth well in excess of $75,000,000.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?16ce

Kirkland Knightsbridge LLC dba Kirkland Ranch Winery
-- http://www.kirklandranchwinery.com/-- operates vineyards
and wineries in the Napa Valley region and breeds cattle for
commercial consumption.  The company filed a chapter 11 petition
on September 21, 2006 (U.S. Bankr. N.D. Calif. Case No.
06-10628).

The company's debtor-affiliate, Kirkland Cattle Company, filed
a separate chapter 11 petition in the same court under Case No.
06-10630.

John H. MacConaghy, Esq. at MacConaghy and Barnier, PLC represents
the Debtors in their restructuring efforts.  When the Debtors
sought protection from their creditors, they listed assets and
debts between $10 million to $100 million.


LINENS HOLDING: Posts $27.4 Million Net Loss in 2006 3rd Quarter
----------------------------------------------------------------
Linens Holding Co. has reported its financial results for the
third quarter ended Sept. 30, 2006.

The company generated a net loss for the third quarter of 2006 of
$27.4 million, compared with net earnings of $1 million in the
third quarter of 2005.

The company reported total net sales of $658.2 million for the
quarter, a 4.6% increase over the same quarter in 2005.  This
increase in net sales resulted from the opening of new store
locations and an increase in comparable store sales for the
quarter of 0.2%.

Net loss for the thirty-nine week period ended Sept. 30, 2006, was
$132 million, as compared with a net loss of $9 million for the
same period last year.

Net sales for the thirty-nine week period ended Sept. 30, 2006,
increased 5.0% to $1.86 billion, as compared with net sales of
$1.77 billion for the same period last year.  Comparable store
sales for the thirty-nine week period ended Sept. 30, 2006
decreased 1.0%.

                          Adjusted EBITDA

The company defines EBITDA as earnings before interest, income
taxes, depreciation and amortization.  As part of its reporting,
it also presents adjusted EBITDA, which excludes the impact of
transaction expenses from the February 2006 acquisition of Linens
'n Things, Inc. and other non-recurring or non-cash expenses, and
normalizes occupancy costs for certain purchase accounting and
rent-related adjustments.

For the quarter, the company generated adjusted EBITDA of $21.3
million compared to adjusted EBITDA of $30.6 million in the third
quarter of 2005.  Adjusted EBITDA decreased from the third quarter
of 2005 as the increase in net sales during this year's third
quarter was more than offset by increased expenses associated with
new stores and by higher freight costs.

EBITDA for the third quarter of 2006 was $15.2 million compared to
EBITDA of $25.3 million in the third quarter of 2005.

"While we continue to reposition the business for longer-term
success, we believe signs of improved fundamentals emerged
with our third quarter performance.  Comparable store sales have
stabilized in a flat range for the past two quarters after several
consecutive quarters of declining same store sales," said Robert
DiNicola, Chairman and Chief Executive Officer.  "We will continue
to focus our efforts to improve the depth of ownership of key
products, create a cleaner and crisper store merchandise
presentation, and enhance our marketing efficiencies as we head
into the upcoming holiday selling season," added Mr. DiNicola.

For the third quarter, the company used cash in operating
activities of $59.8 million, ending the quarter with a short-term
borrowing position of $225.9 million and excess availability under
its revolving credit facility of $180.4 million.  Utilization of
cash in the third quarter primarily reflects the customary
seasonal build up of inventories to support the upcoming fourth
quarter holiday season.

At Sept. 30, 2006, the company had $652 million of total long-term
debt outstanding.  For the third quarter of 2006, the company had
capital expenditures of $15.9 million.

During the third quarter of 2006, the company opened eight stores
and closed two stores as compared with opening fourteen stores and
closing three stores during the third quarter of 2005.  Store
square footage increased approximately 5.7% to 18.6 million at
Sept. 30, 2006 compared with 17.6 million at Oct. 1, 2005.

At Sept. 30, 2006, the company's balance sheet showed $2.16
billion in total assets, $1.59 billion in total liabilities, and
$568.6 million in total stockholders' equity.

                    About Linens 'n Things Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things --
http://www.lnt.com/-- is a national retailer of home textiles,   
housewares and home accessories.  The company operates 561 stores
in 47 states and six provinces across the United States and
Canada.

                           *     *     *

Moody's reported in the Troubled Company Reporter on Oct. 13,
2006, Moody's Investors Service affirmed its B3 corporate family
rating for Linens 'n Things Inc. and its B3 rating on the
company's $650 million floating rate senior secured notes.  In
addition, Moody's assigned an LGD4 rating to notes, suggesting
that noteholders will experience a 56% loss in the event of a
default.


LPATH INC: Net Loss Rises to $1.2 Mil. in Quarter Ended Sept. 30
----------------------------------------------------------------
Lpath Inc. reported a net loss of $1.2 million for the third
quarter ended Sept. 30, 2006, compared with a net loss of $657,786
for the same quarter in 2005.

Grant revenue for the three months ended Sept. 30, 2006, was
$97,000 compared with $244,000 for the three months ended
Sept. 30, 2005.  The $147,000 decrease is a result of reduced
levels of effort on certain and the completion of a grant prior to
the third quarter of 2006.

The company's balance sheet at Sept. 30, 2006, showed total assets
of 3.7 million, total liabilities of $700,000, and total
stockholders' equity of $3 million.

The company disclosed that it had received, through Sept. 30,
2006, net proceeds of approximately $12,600,000 from the sale of
equity securities and from the issuance of convertible promissory
notes.

As of Sept. 30, 2006, the company had cash and cash equivalents
totaling $2,862,000.

A full text-copy of the company's quarterly report on Form 10-QSB
may be viewed at no charge at http://ResearchArchives.com/t/s?16d1

                        Going Concern Doubt

Levitz, Zacks & Ciceric expressed substantial doubt about Lpath,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's recurring
losses from operations.

                            About Lpath

Headquartered in San Diego, Calif., Lpath Inc. fka Lpath
Therapeutics Inc. -- http://www.lpath.com/-- operates as a drug  
discovery company in the United States.  The company develops
therapeutics for diseases, which involve changes in the activity
and production of sphingolipids.


MAXXAM INC: Sept. 30 Balance Sheet Upside-Down by $200.7 Million
----------------------------------------------------------------
Maxxam Inc.'s balance sheet at Sept. 30, 2006, showed $992.1
million in total assets and $1.2 billion in total liabilities,
resulting in a $200.7 million stockholders' deficit.  The company
had reported a $704.9 million stockholders' deficit at June 30,
2006.

Maxxam Inc. reported a net income of $418.7 million for the third
quarter Sept. 30, 2006, compared to a net income of $4.3 million
for the same period a year ago.  This increase was due to the
cancellation, during the third quarter of 2006, of the company's
interest in Kaiser Aluminum Corporation, resulting in a net gain
of $430.9 million.  Net sales for the third quarter of 2006
totaled $77.8 million, compared to $105.8 million in the third
quarter of 2005.

For the first nine months of 2006, Maxxam Inc. reported net income
of $397.3 million compared to a net loss of $19.5 million, or
$3.26 per share loss, for the same period of 2005.  Net sales for
the first nine months of 2006 were $221.5 million, compared to
$276.0 million for the first nine months of 2005.

                     Forest Products Operations

Total net sales for forest products operations declined $4.7
million for the third quarter of 2006 and $27.3 million for the
nine months ended Sept. 30, 2006, as compared to the prior year
periods.  The decrease in net sales was due to a decline in lumber
shipments resulting from a lower log supply from Scotia Pacific
Company LLC and an increase in the volume of lumber placed into
the Pacific Lumber Company's redwood lumber drying program during
2006.

The forest products segment generated operating income of $5.0
million for the third quarter of 2006 and an operating loss of
$400,000 for the nine months ended Sept. 30, 2006.  These results
include gains from the sale of certain properties of $5.3 million
and $11.2 million for the three and nine-month periods ended Sept.
30, 2006, respectively.  The forest products segment has incurred
substantial operating losses in 2006 due to harvesting
restrictions at Scotia Pacific, adverse weather conditions in
early 2006, and operational inefficiencies at Pacific Lumber's
sawmill in Scotia. Additionally, the forest products segment's
operating results for the third quarter of 2006 were negatively
impacted by a severance charge and a legal settlement.

                       Real Estate Operations

Operating income decreased by $20.3 million and $21.6 million for
the third quarter and nine months of 2006, respectively, as
compared to the prior year periods, primarily as a result of
reduced acreage sales at the company's Palmas del Mar development
in Puerto Rico and a reduction in the number of lots sold at its
Fountain Hills development in Arizona, partially offset by
increased lot sales at its Mirada development in Rancho Mirage,
California.  The real estate segment's third quarter operating
results were also impacted by the write-off of capitalized costs
related to certain real estate projects.

                         Racing Operations

Racing operations' operating loss decreased slightly in the third
quarter of 2006 compared to the prior year period, primarily due
to increased simulcast wagering at Sam Houston Race Park.  The
operating loss for the first nine months of 2006 increased
slightly compared to the comparable period of 2005, principally
due to expenditures related to the company's efforts to obtain an
additional racing license in Laredo, Texas.

                        Corporate and Other

Corporate operating income (loss) represents general and
administrative expenses that are not attributable to the company's
industry segments, including stock-based compensation expense and
the company's investment in Kaiser.  Kaiser's plan of
reorganization under Chapter 11 of the Bankruptcy Code, which
provided for the cancellation of the company's interest in Kaiser
without consideration or obligation, became effective on July 6,
2006.  Since the company's interest in Kaiser was cancelled
without obligation in the third quarter of 2006, the company
reversed its net investment in Kaiser, resulting in a net gain of
$430.9 million in that reporting period.  The corporate segment's
operating losses improved $5.7 million for the third quarter of
2006, excluding the gain from the reversal at the company's
investment in Kaiser, as compared to the prior year period,
primarily due to a $4.3 million decline in stock-based
compensation expense and continued cost cutting initiatives.

           Pacific Lumber-Scotia Pacific Liquidity Update

The company filed its quarterly report on Form 10-Q with the
Securities and Exchange Commission.  The condensed notes to
financial statements and other sections of Form 10-Q discuss how
the cash flows of Pacific Lumber and Scotia Pacific, indirect
subsidiaries of the company, have been materially adversely
affected by the ongoing regulatory, environmental and litigation
matters.

As previously announced, Scotia Pacific expects to incur
substantial interest payment shortfalls over at least the next
several years.  The failure of Scotia Pacific to pay all of the
interest on the Timber Notes when due would constitute an event of
default under the Timber Notes Indenture.  There can be no
assurance that Scotia Pacific will be able to generate sufficient
additional liquidity to fund the expected future cash shortfalls.
To the extent that Scotia Pacific is unable to generate sufficient
liquidity from property sales or other sources, the company
expects that Scotia Pacific will be forced to take extraordinary
actions, which may include: laying off employees, shutting down
various operations, and seeking protection by filing under the
Bankruptcy Code.

On July 18, 2006, Pacific Lumber and Britt Lumber Co., Inc. (a
wholly owned subsidiary of Pacific Lumber), as borrowers, closed
on a new five-year $85.0 million secured term loan and a new five-
year $60.0 million secured asset-based revolving credit facility.
Pacific Lumber and Britt Lumber did not meet the required minimum
EBITDA maintenance covenant under these facilities for the three
month period ended Sept. 30, 2006, due to an unplanned severance
charge and a legal settlement.  The borrowers expect the lenders
to issue a limited waiver of the default through Dec. 14, 2006.
The borrowers have notified the lenders that changing market
conditions and other factors will likely impact their ability to
comply in future periods with the financial covenants under the
two facilities.  The borrowers are evaluating various cost-cutting
initiatives to improve profitability, but there can be no
assurance that these efforts will generate sufficient liquidity to
enable the borrowers to comply with the financial covenants in
future periods.  The borrowers are pursuing discussions with the
lenders in an effort to amend the two facilities to reflect these
changing market conditions and other factors; however, there can
be no assurance that the borrowers will be successful in their
efforts.  In the event that the borrowers are unable to improve
profitability or amend the facilities as needed, they may be
forced to take extraordinary actions.

Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM) operates
businesses ranging from aluminum and timber products to real
estate and horse racing.  MAXXAM's top revenue source is Kaiser
Aluminum, which has been in Chapter 11 bankruptcy since 2002.
MAXXAM's timber subsidiary, Pacific Lumber, owns about 205,000
acres of old-growth redwood and Douglas fir timberlands in
Humboldt County, California.  MAXXAM's real estate interests
include commercial and residential properties in Arizona,
California, Texas, and Puerto Rico.  The Company also owns the Sam
Houston Race Park, a horseracing track near Houston.  Its Chairman
and CEO, Charles Hurwitz, controls 77% of MAXXAM.


MORGAN STANLEY: Fitch Holds Junk Rating on $6.6-Mil. Debentures
---------------------------------------------------------------
Fitch upgrades and removes Distressed Recovery ratings on Morgan
Stanley Dean Witter Capital I Trust 2001-TOP1, as:

   -- $5.8 million class J to 'B-' from 'CCC/DR3'

Fitch upgrades the long-term and DR rating on this class:

   -- $5.8 million class K to 'CCC/DR1' from 'C/DR6'.

The $6.6 million class L remains at 'C'; however, the DR rating
has been raised to 'DR4' from 'DR6'.

In addition, Fitch upgrades:

   -- $31.8 million class C to 'AA' from 'AA-';
   -- $11.6 million class D to 'AA-' from 'A';
   -- $27.5 million class E to 'BBB+' from 'BBB'; and,
   -- $10.1 million class F to 'BBB' from 'BBB-'.

Fitch affirms the following classes:

   -- $42.1 million class A-2 at 'AAA';
   -- $42.1 million class A-3 at 'AAA';
   -- $576.0 million class A-4 at 'AAA';
   -- Interest Only (IO) classes X-1 and X-2 at 'AAA';
   -- $34.7 million class B at 'AAA';
   -- $18.8 million class G at 'BB'; and,
   -- $8.7  million class H at 'B+'.

The rating on class M has been withdrawn by Fitch as the balance
has been reduced to zero due to losses.  Class N is not rated by
Fitch and has been fully depleted.

The upgrade and removal of the distressed recovery rating to class
J, the upgrade and adjustment of the distressed recovery rating to
class K, and the adjustment of the distressed recovery rating to
class L, are due to better than expected recoveries on a former
specially serviced asset.  The asset liquidated from the trust in
October 2006.

Fitch no longer considers class J to be distressed.

The upgrades to classes C, D, E, and F are the result of lower
realized losses, and an additional 4.3% defeasance and
6.9% paydown since Fitch's last formal review.

As of the November 2006 distribution date, the transaction's
aggregate principal balance decreased 29.0% to $821.5 million from
$1.16 billion at issuance.  To date, 13 loans have defeased since
issuance.

Currently, one loan is in special servicing.  The asset is
collateralized by an office property in Robinson Township, PA and
is in foreclosure.  Fitch anticipates losses for the loan upon
liquidation, which will significantly reduce the balance of class
L.

Seventeen loans are considered Fitch Loans of Concern due to
decreases in debt service coverage ratio and occupancy or other
performance issues.  These loans' higher likelihood of default has
been incorporated into Fitch's analysis.

Four loans were considered investment grade at issuance.  One
loan, Federal Express has performed better than at issuance while
maintaining 100% occupancy as of June 2006.  Shoreline Investments
V has defeased since Fitch's last formal review.  The remaining
two loans, Santa Monica Place and Richfield Portfolio, are no
longer considered investment grade.

The Santa Monica Place loan, the largest loan in the pool, is
secured by 277,171 sf of in-line space in a 560,000 sf regional
mall located in Santa Monica, CA.  Macerich Company, an affiliate
of the borrower, has identified this mall as a redevelopment
project.  The Santa Monica retail market remains strong with the
subject's location one of the more popular shopping/tourist
destinations in Los Angeles.

The Richfield Portfolio loan is secured by 2,732 units in five
multifamily apartments located in Houston, TX.


MORGAN STANLEY: S&P Junks Rating on Class N Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on four
classes of commercial mortgage pass-through certificates from
Morgan Stanley Dean Witter Capital I Trust 2002-IQ3 on CreditWatch
with negative implications.

Concurrently, the rating on one class from the same transaction
was raised, and the ratings on 13 classes were affirmed.

The CreditWatch negative placements reflect anticipated interest
shortfalls from an expected appraisal reduction amount of
$15.6 million related to the fourth-largest exposure, Tulsa
Distribution Center.  The ARA may be implemented as early as the
December 2006 remittance report date.  If the ARA is applied as
currently expected, interest shortfalls will affect classes
K, L, M, and N and will result in downgrades of these classes.

The upgrade of class B is due to defeasance, while the affirmed
ratings reflect credit enhancement levels that provide adequate
support through various stress scenarios.

With an exposure of $29.2 million, Tulsa Distribution Center is
the largest asset with the special servicer, CWCapital Asset
Management LLC.  The property became real estate owned in November
2005.  

The related loan was initially transferred to the special servicer
in June 2005 due to imminent default after the bankruptcy filing
of its sole tenant, Fleming Cos., which subsequently rejected its
lease.  The building is currently
100% vacant. CWCapital has been reviewing offers for this
property.  An as-is appraisal from August 2005 valued the property
at $15.5 million.  

All previous advancing on the asset was offset by various income
sources, including a letter of credit that was established at
issuance.  The letter of credit has since been drawn down, and the
servicer is preparing to implement the ARA noted above.

The remaining asset with the special servicer, 6201 West Ltd.,
consists of a 283-unit low-income multifamily project in Houston,
Texas.  The total exposure on the asset is currently $5.7 million.  
The loan was transferred to the special servicer in January 2006
due to monetary default, and it became REO in April 2006.  The
property is currently 70% occupied, and the special servicer has
recently listed the property for sale.

The master servicer's watchlist includes 34 loans totaling
$166.4 million.  

Details concerning the three largest loans on the watchlist are:

   -- One Seaport Plaza is the second-largest exposure in the
      pool, with a trust balance of $62.4 million and a whole-
      loan balance of $182.9 million.  The master servicer placed
      this loan on the watchlist after it reported a low debt
      service coverage of 0.94x as of Sept. 2005, but the net
      operating income DSC for the same period was 1.40x.
      Standard & Poor's underwritten net cash flow has decreased
      10% since issuance.

   -- Northwestern Corporate Center, the fifth-largest exposure,
      has a current balance of $27.8 million and is secured by
      three class B suburban office buildings in Southfield,
      Michigan, containing a total of 250,300 sq. ft.  The loan
      is on the watchlist because the combined DSC was 0.81x as
      of Dec. 31, 2005, due to low combined occupancy.
   
   -- The 10th-largest exposure, Village Greens Shopping Center,
      has a current balance of $14.4 million and is secured by a
      75,400-sq.-ft. grocery-anchored retail center in Staten
      Island, N.Y.  The loan was placed on the watchlist due to a
      low DSC of 0.94x as of March 2006 and because of the 2006
      lease expiration of the largest tenant, which occupies 47%
      of the space.

The borrower has not provided updated leasing information.

As of the Nov. 15, 2006, remittance report, the trust collateral
consisted of 209 mortgage loans and two REO assets with an
aggregate principal balance of $768.5 million, down from
239 loans totaling $909.6 million at issuance.  The master
servicer, Capmark Finance Inc., reported primarily year-end 2005
financial information for 87% of the pool, excluding
$28.5 million in loans for which the collateral is defeased.

Based on this information and excluding the 41 National Consumer
Cooperative Bank cooperative loans, Standard & Poor's calculated a
weighted average DSC of 1.61x for the pool, up from 1.50x at
issuance.  With the exception of the two REO assets at
$33.7 million with the special servicer, all of the loans
in the pool are current.  To date, the trust has not experienced
any losses.

The top 10 exposures have an aggregate outstanding in-trust
balance of $299.4 million.  Full-year 2005 financial information
was provided for only seven of the top 10 exposures.  Based on
this information, Standard & Poor's calculated a weighted average
DSC of 1.49x, down from 1.52x at issuance.  The decrease in the
pool's DSC reflects the significant decline in the DSC for three
of the top 10 exposures, which are on the master servicer's
watchlist and are discussed above.  

With the exception of one top 10 exposure that is with the special
servicer, as discussed above, Standard & Poor's reviewed the
property inspection reports provided by Capmark, and all are
reported to be in "good" or "excellent" condition.  Two of the top
10 assets, One Seaport Plaza and 2731 San Tomas Expressway, have
credit characteristics consistent with those of investment-grade
obligations.

Standard & Poor's stressed various assets in the mortgage pool as
a part of its analysis, including those with the special servicer,
on the watchlist, or otherwise considered credit impaired.  The
resultant credit enhancement levels adequately support the
CreditWatch negative, raised, and affirmed ratings.
    
              Ratings Placed On Creditwatch Negative

         Morgan Stanley Dean Witter Capital I Trust 2002-IQ3
    Commercial Mortgage Pass-Through Certificates Series 2002-IQ3
       
                         Rating
                         ------
       Class      To                From    Credit enhancement
       -----      --                ----    ------------------
       K          B-/Watch Neg.     B-2           .66%
       L          CCC+/Watch Neg.   CCC+         1.78%
       M          CCC/Watch Neg.    CCC          1.48%
       N          CCC-/Watch Neg.   CCC-         1.18%

                          Rating Raised

        Morgan Stanley Dean Witter Capital I Trust 2002-IQ3
   Commercial mortgage pass-through certificates series 2002-IQ3
       
                      Rating
                      ------
         Class     To        From        Credit enhancement
         -----     --        ----        ------------------
         B         AA+       AA                13.61%

                         Ratings Affirmed
    
        Morgan Stanley Dean Witter Capital I Trust 2002-IQ3
   Commercial mortgage pass-through certificates series 2002-IQ3

            Class    Rating       Credit enhancement
            -----    ------       ------------------
            A-2      AAA               17.01%
            A-3      AAA               17.01%
            A-4      AAA               17.01%
            C        A                 10.06%
            D        A-                 9.77%
            E        BBB                7.99%
            F        BBB-               6.66%
            G        BB+                5.77%
            H        BB-                4.44%
            J        B                  3.25%
            X-1      AAA                 N/A
            X-2      AAA                 N/A
            X-Y      AAA                 N/A

                       N/A-Not applicable.


MORGAN STANLEY: S&P Assigns Low-B Ratings on $44.3 Mil. of Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2006-IQ12's
$2.73 billion commercial mortgage pass-through certificates series
2006-IQ12.

The preliminary ratings are based on information as of
Dec. 12, 2006.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-1A, A-2,
A-NM, A-3, A-AB, A-4, A-M, A-J, B, C, D, E, and F are being
offered publicly.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.49x, a beginning
LTV of 97.3%, and an ending LTV of 89.5%.

                     Preliminary Ratings Assigned

               Morgan Stanley Capital I Trust 2006-IQ12

                                                    Recommended  
                                      Preliminary   credit
   Class                Rating        amount        support
   -----                ------        -----------   -----------
   A-1                  AAA           $55,400,000    30.000%
   A-1A                 AAA          $530,349,000    30.000%
   A-2                  AAA           $70,200,000    30.000%
   A-NM                 AAA          $225,000,000    30.000%
   A-3                  AAA           $44,500,000    30.000%
   A-AB                 AAA           $88,200,000    30.000%
   A-4                  AAA          $897,566,000    30.000%
   A-M                  AAA          $273,031,000    20.000%
   A-J                  AAA          $242,314,000    11.125%
   B                    AA+           $17,065,000    10.500%
   C                    AA            $44,367,000     8.875%
   D                    AA-           $27,303,000     7.875%
   E                    A+            $13,652,000     7.375%
   F                    A             $23,890,000     6.500%
   G                    -             $23,890,000     5.625%
   H                    BBB+          $27,303,000     4.625%
   J                    BBB           $27,303,000     3.625%
   K                    BBB-          $34,129,000     2.375%
   L                    BB+            $3,413,000     2.250%
   M                    BB             $6,826,000     2.000%
   N                    BB-           $13,651,000     1.500%
   O                    B+             $3,413,000     1.375%
   P                    B              $6,826,000     1.12%
   Q                    B-            $10,239,000     0.750%
   S                    NR            $20,477,529       N/A
   X-1*                 NR         $1,365,153,764       N/A
   X-2*                 NR         $1,339,466,000       N/A
   X-W*                 NR         $1,365,153,764       N/A
       
          *Interest-only class with a notional amount.
                     N/A--Not applicable.
                       NR--Not rated.


MOUNTAINEER GAS: Fitch Downgrades Issuer Default Rating to BB+
--------------------------------------------------------------
Fitch Ratings downgrades the Issuer Default Rating for Mountaineer
Gas Co. to 'BB+' from 'BBB-' and has placed MGC's ratings on
Ratings Watch Negative.

The affected ratings are listed below.

The Rating Watch Negative reflects Fitch's concern that the
company may not meet its projections in the near term.  MGC had
lower than forecasted cash flow during the 12 months ended
Sept. 30, 2006 as a result of reduced demand due to warmer weather
and conservation, lower transport revenue, and one-time expenses
from the development of a new accounting system as well as a new
technology department.  The weaker than expected results for the
first nine months of 2006 precipitated a breach of the interest
coverage covenant in MGC's bank facility.

The banks have given the company a waiver for the default and are   
currently negotiating a permanent change to covenant calculations.

Events that could lead to affirmation of the current ratings and
assignment of a Stable Outlook include reaching an agreement on
revised covenants with lenders, successful implementation of new
accounting systems, and reaching credit metrics commensurate with
the ratings category and company forecasts.

On the other hand, the lack of an improvement in credit metrics
and a resolution of accounting systems and procedure issues in the
next three to six months would be likely to result in further
negative rating actions.

Fitch downgraded this rating and placed it on Rating Watch
Negative:

   -- IDR from 'BBB-' to 'BB+'

Fitch also placed these MGC ratings on Rating Watch Negative:

   -- Senior unsecured 'BBB-'; and,
   -- Short term 'F3'


NASDAQ STOCK: Makes Final $5.3 Billion Bid for LSE; Gets Rejected
-----------------------------------------------------------------
The Nasdaq Stock Market Inc. launched its $5.3 billion (2.7
billion pound) takeover bid for the London Stock Exchange Group
PLC, Jane Wardell writes for the Associated Press.  The LSE
quickly restated its rejection of the offer.

According to AP, Nasdaq took its deal directly to LSE hareholders,
cutting the level of acceptances required for the bid to become
unconditional from 90% to 50% plus 1 share.  LSE has until
Jan. 11, 2007, to accept the offer.

Citing the LSE board, AP relates that the offer "substantially
undervalues the exchange and fails to reflect its unique strategic
position and the powerful earnings and operational momentum of the
business."

LSE CEO Clara Furse, AP says, has rejected various bidders for the
past two years by always claiming that their offers undervalue the
exchange.  Ms. Furse said that Nasdaq's final bid fails to
recognize LSE's outstanding growth record of first-half profits
and prospects of its team on a stand-alone basis.

Nasdaq CEO Bob Greifeld told AP the bid stands for the full and
fair value for LSE investors, not only leading into the successes
of the businesses but also the new competitive threats the LSE
will encounter for the later years.

Nasdaq has reportedly said that it would not improve its bid of
1,243 pence per share ($24.26) unless the LSE drops its rejection
or a rival bid surfaces.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the   
largest electronic equity securities market in the United States
with approximately 3,200 companies.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Standard & Poor's Ratings Services placed its 'BB+' long-term
counterparty credit ratings on The Nasdaq Stock Market Inc. on
CreditWatch with negative implications.

The CreditWatch action follows Nasdaq's announcement of its final
cash offer to purchase the 75% of the London Stock Exchange that
it doesn't already own for 1,243 pence per ordinary share.  The
financing details will be made public in the very near future when
Nasdaq submits its Offer Document.

Moody's Investors Service assigned in April 2006 ratings to three
new bank facilities of The Nasdaq Stock Market Inc.: a $750
million Senior Secured Term Loan B, a $1,100 million Secured Term
Loan C, and a $75 million Senior Secured Revolving Credit
Facility.  Moody's said each facility is rated Ba3 with a negative
outlook.


NATURADE INC: Hires Winthrop Couchot as Bankruptcy Counsel
----------------------------------------------------------
The Honorable John E. Ryan of the U.S. Bankruptcy Court for the
Central District of California in Santa Ana allows Naturade Inc.
to employ Winthrop Couchot Professional Corporation as its general
insolvency counsel, nunc pro tunc to Aug. 31, 2006.

In this engagement Winthrop Couchot will:

     a) advise and assist the Debtor with respect to compliance
        with the requirements of the Office of the U.S. Trustee;

     b) advise the Debtor regarding matters of bankruptcy law,
        including the rights and remedies of the Debtor with
        regard to its assets and the claims of its creditors;

     c) represent the Debtor in any proceedings or hearing in the  
        Bankruptcy Court and in any proceedings in any other court
        where the Debtor's rights under the Bankruptcy Code may be
        affected;

     d) conduct examinations of witnesses, claimants or adverse
        parties and prepare and assist the Debtor in the
        preparation of reports, accounts and pleadings related to
        its case;

     e) advise the Debtor concerning the requirements of the
        Bankruptcy Court, the Federal Rules of Bankruptcy
        Procedure and the Local Bankruptcy Rules;

     f) file motions, applications or other pleadings appropriate  
        to effectuate the reorganization of the Debtor;

     g) review claims filed in the Debtor's case and, if
        appropriate, prepare and file objections to disputed
        claims;

     h) represent the Debtor in litigation affecting the Debtor;

     i) assist the Debtor in negotiation, formulation,
        confirmation and implementation of a Chapter 11 Plan of
        Reorganization; and

     j) take other actions and perform other services as the
        Debtor may require in connection with its Chapter 11 case.

The hourly rates for Winthrop Couchot's attorneys and legal
assistants are:

        Attorney                            Hourly Rate
        --------                            -----------
        Marc J. Winthrop, Esq.                 $565
        Robert E. Opera, Esq.                   550
        Sean A. O'Keefe, Esq.                   550
        Paul J. Couchot, Esq.                   525
        Richard H. Golubow, Esq.                395
        Peter W. Lianides, Esq.                 395
        Garrick Hollander, Esq.                 375
        William J. Wall, Esq.                   295
        Andrew Yun, Esq.                        225

        Legal Assistants                    Hourly Rate
        --------                            -----------
        P.J. Marksbury                          $190
        Joan Ann Murphy                          190
        Legal Assistant Associates            80 to 150

The firm has received a $50,000 retainer from the Debtor.

Mr. Opera, a shareholder at Winthrop Couchot, assures the Court
that his firm does not hold any interest adverse to the Debtor's
estate and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Brea, California, Naturade Inc. (OTC BB:NRDCE.OB)
-- http://www.naturade.com/-- distributes nutraceutical  
supplements.  The Company filed for chapter 11 protection on
Aug. 31, 2006 (Bankr. C.D. Calif. Case No. 06-11493).  Richard H.
Golubow, Esq., Robert E. Opera, Esq. and Sean A. O'Keefe, Esq., at
Winthrop Couchot P.C., in Newport Beach, California, represent the
Debtor.  When the Debtor filed for protection from its creditors,
it listed assets of $10,255,402 and debts of $18,427,161.


NATURADE INC: Disclosure Statement Hearing Set for December 18
-------------------------------------------------------------- The
U.S. Bankruptcy Court for the Central District of California in
Santa Ana will convene a hearing at 10:00 a.m. on Dec. 18, 2006,
to consider approval of the first amended Disclosure Statement
explaining Naturade Inc.'s Chapter 11 Plan of Reorganization.

The Debtor's financial projections indicate that it will have
enough resources to meet all of its obligations under the Plan as
well as pay the cost of its ongoing business operations after the
effective date.

The Debtor estimates that it will have approximately $1.4 million
in cash to pay approximately $1.1 million of its obligations on
the effective date.  Payments due on the effective date include
administrative claims, allowed priority unsecured claims, cure
claims and Plan Agent fees.  Ongoing payments to certain secured
creditors and the General Unsecured Creditor class under the Plan
will be funded from the Debtor's operations.     

                         Treatment of Claims

The Debtor's plan groups claims against the estate into eight
creditor classes and one equity class.  With the exception of
Allowed Priority Unsecured Claims, all classes are impaired under
the Plan.

Laurus Master Fund, LP, asserts a secured claim of approximately
$2.7 million against the Debtor on account of a Revolving Note and
a Term Note.  

On the effective date, the Debtor will deliver to Laurus an
amended and restated promissory note for obligations owed under
the Revolving Note.  The post-confirmation revolving note will
mature on Jan. 1, 2010.

In full satisfaction of Laurus' secured claim as evidenced by the
Term Note, the Debtor will also issue an amended and restated
promissory note.  The Debtor will pay to Laurus equal monthly
installments of principal and interest under the post confirmation
term note beginning on the first full month after the effective
date and continuing until January 2010.

Health Holdings' approximately $1.3 million claim will be
bifurcated into a $900,000 allowed secured claim and a $400,000
deficiency claim.  

In satisfaction of the $900,000 allowed secured portion, Health
Holdings will receive from 33% up to 100% of the Reorganized
Debtor's issued and outstanding common stock.  The amount of
common stock to be issued to Health Holdings will depend on
operative provisions embodied in the Debtor's Plan.

Howard Shao's secured claim will be paid in monthly installments
of principal and interest beginning on the first full month
following the effective date and continuing until Dec 2009.  Any
unpaid claim will become due and payable on Jan. 1, 2010.  Mr.
Shao's claim will bear interest at 10.5% per annum.

Redux Holdings, Inc. has agreed to waive and release its $161,030
secured claim in exchange for interests in the Reorganized Debtor
in accordance with provisions of the Plan.  

Allowed Priority Unsecured Claims totaling approximately $77,041
will be paid in full, in cash, on the effective date of the Plan.

The Debtor estimates that no less than $5.5 million of General
Unsecured Claims will be asserted in its bankruptcy case.  
Pursuant to the Plan, if the treatment of General Unsecured Claims
provided by Section 6.7.1.1 is applicable, unsecured creditors
will receive on each distribution date, their pro rata interest in
essentially 50% of the Reorganized Debtor's net cash flow.  The
Debtor estimates that unsecured creditors will recover, over the
three-year term of the Plan, approximately 15.8% of their allowed
claims.

A 149-page copy of the Debtor's Disclosure Statement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=061213040301

Headquartered in Brea, California, Naturade Inc. (OTC BB:NRDCE.OB)
-- http://www.naturade.com/-- distributes nutraceutical  
supplements.  The Company filed for chapter 11 protection on
Aug. 31, 2006 (Bankr. C.D. Calif. Case No. 06-11493).  Richard H.
Golubow, Esq., Robert E. Opera, Esq. and Sean A. O'Keefe, Esq., at
Winthrop Couchot P.C., in Newport Beach, California, represent the
Debtor.  When the Debtor filed for protection from its creditors,
it listed assets of $10,255,402 and debts of $18,427,161.


NOMURA ASSET: Moody's Assigns Ba1 Rating to Class M-10 Certs.
-------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Nomura Asset Acceptance Corporation,
Alternative Loan Trust, Series 2006-S5, and ratings ranging from
Aa1 to Ba1 to the subordinate certificates in the deal.

The securitization is backed by fixed-rate second lien mortgage
loans acquired by Nomura Credit & Capital, Inc.  The collateral
was originated by American Home Mortgage Corp., Ownit Mortgage
Solutions, Inc., and various other originators.

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

Moody's expects collateral losses to range from 7.4% to 7.9%.

GMAC Mortgage, LLC and Ocwen Loan Servicing, LLC will service the
mortgage loans.  Wells Fargo Bank, N.A. will act as master
servicer.  

Moody's has assigned Wells Fargo Bank, N.A. its top servicer
quality rating of SQ1 as master servicer.

These are the rating actions:

   * Nomura Asset Acceptance Corporation, Alternative Loan Trust,
     Series 2006-S5

   * Mortgage Pass-Through Certificates, Series 2006-S5

                       Class A,   Assigned Aaa
                       Class M-1, Assigned Aa1
                       Class M-2, Assigned Aa1
                       Class M-3, Assigned Aa2
                       Class M-4, Assigned Aa3
                       Class M-5, Assigned A1
                       Class M-6, Assigned A3
                       Class M-7, Assigned Baa1
                       Class M-8, Assigned Baa2
                       Class M-9, Assigned Baa3
                       Class M-10,Assigned Ba1


ON SEMICONDUCTOR: Proposes $400MM Sr. Subordinated Notes Offering
-----------------------------------------------------------------
ON Semiconductor Corp. proposes to offer $400 million of
convertible senior subordinated notes in an institutional private
placement.  As part of the offering, the company expects to grant
the initial purchasers an option to purchase up to an additional
$60 million aggregate principal amount of the notes to cover
overallotments.

Assuming the initial purchaser's right is exercised in full,
ON Semiconductor intends to use the net proceeds of the offering
to repay approximately $199.1 million of amounts outstanding under
the term loan portion of its senior secured credit facility.  In
addition, the company intends to repurchase, concurrently with the
pricing of the notes, up to $230 million worth of its common stock
in privately-negotiated transactions.  All of the repurchases of
shares of common stock by the company are conditioned upon the
closing of the offering of the notes.  These transactions are
expected to reduce the potential dilution upon conversion of the
notes.  Any net proceeds not used to repay the senior secured
credit facility or for share repurchases will be used for general
corporate purposes.

The announcement is neither an offer to sell nor a solicitation of
an offer to buy securities.  Any offers of the securities will be
made only by means of a private offering memorandum.  The notes
and the common stock issuable upon the conversion of the notes
will be offered in the United States to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended.  The notes and the common stock issuable upon conversion
of the notes have not been registered under the Securities Act and
may not be offered or sold in the United States without
registration under the Securities Act and may not be offered or
sold in the United States without the registration or an
applicable exemption from registration requirements.

                      About ON Semiconductor

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

                          *     *     *

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


OREGON ARENA: Trail Blazers Pays $14.1 Mil. Under Settlement Pact
-----------------------------------------------------------------
The Portland Trail Blazers NBA team paid $14.1 million to Susan
Freeman, Esq., the Liquidating Trustee appointed in Oregon Arena
Corp.'s chapter 11 case, to settle claims arising under the cost-
sharing and other agreements among Oregon Arena, the Portland
Trail Blazers and billionaire Paul Allen and his affiliated
companies, The Oregonian reports.

The settlement resolves the Trustee's claims that Mr. Allen
improperly received millions in payments from Oregon Arena before
it filed for bankruptcy in February 2004.

Since she has reached settlement with Mr. Allen, Ms. Freeman asked
the U.S. Bankruptcy Court for the District of Oregon in Portland
to close Oregon Arena's bankruptcy case.  

Headquartered in Portland, Oregon, Oregon Arena Corporation, owned
Portland's Rose Garden, one of the city's entertainment arenas and
home of the NBA's Portland Trail Blazers.  The company filed for
chapter 11 protection on February 27, 2004 (Bankr. D. Oreg. Case
No. 04-31605).  Alex I. Poust, Esq., at Schwabe, Williamson &
Wyatt, P.C., represented the Debtor.  When the Company filed for
protection from its creditors, it listed an estimated assets of
more than $10 million and estimated debts of more than $100
million.

The Court confirmed the Debtor's Fourth Amended Plan of
Reorganization on Nov. 8, 2004.

The Rose Garden is presently owned by Portland Arena Management, a
group composed of the Debtor's lenders.


PERFORMANCE TRANSPORTATION: Delivers Revised Disclosure Statement
-----------------------------------------------------------------
Performance Logistics Group Inc. and its 13 debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Western District of
New York on Dec. 1, 2006, a second revised disclosure statement
explaining their Second Revised First Amended Joint Plan of
Reorganization to reflect, among other things, certain changes
made pursuant to a global settlement agreement between the
Debtors, Yucaipa and the Official Committee of Unsecured
Creditors.

The Revised Disclosure Statement, dated Nov. 21, 2006, clarifies
that the First Lien Claims, Second Lien Claims, Other Secured
Claims, General Unsecured Claims, Subordinated General Unsecured
Claims and Old Common Stock are all impaired.

Each holder of Allowed Claims in Classes 1, 2, 5, and certain
holders of Class 3 are entitled to vote to accept or reject the
Plan.  Certain Allowed Claims in Classes 3 and each holder of
Allowed Claims in Class 4 are unimpaired under the Plan and are
presumed to have accepted the Plan.

The holders of the First Lien Claims as of the Effective Date will
have Allowed Claims for all amounts included in the definition of
First Lien Claims, which Allowed Claims will aggregate not less
than $139,407,489.

Any distribution under the Plan that is not claimed within one
year of the Effective Date will be deemed property of the
Reorganized Debtors, provided that any unclaimed distribution to a
holder of a Class 5 Claim from the Liquidating Trust will be
retained by the Liquidating Trust and included in the General
Unsecured Claim Distribution.

The General Unsecured Claims, if allowed, will be treated in
accordance with the Settlement Agreement and will receive the
General Unsecured Claim Distribution.  However, by accepting the
releases set forth in the Plan, each of:

    * the holders of First Lien Claims, Second Lien Claims, DIP
      Facility Claims and claims under the Junior DIP Facility;

    * the Debtors, the Reorganized Debtors and any direct or
      indirect wholly or partially owned subsidiary of any Debtor
      or Reorganized Debtor;

    * Yucaipa; and

    * the other Persons released under the Plan who accept the
      release, including any officer or director of any Debtor,

is deemed to acknowledge and agree that he, she or it, as
applicable, will not be entitled, and in fact will not receive,
any portion of the General Unsecured Claim Distribution.

The Settlement Agreement states that the Debtors and Reorganized
Debtors will be responsible for analyzing, objecting to, settling,
abandoning, resolving and otherwise administering all Class 5
Claims asserted against the Debtors and their estates, provided
that the Liquidating Trustee will have standing to (i) review all
proposed resolutions of Class 5 Claims, and (ii) object to
proposed resolutions of Class 5 Claims if the Liquidating Trustee
determines the objection is appropriate.  

The bar date for objections to Class 5 Claims to be filed by the
Debtors and the Reorganized Debtors will be set by the Bankruptcy
Court upon request by the Debtors or the Reorganized Debtors --
as soon as they have sufficient information in their discretion
regarding recoveries of Avoidance Actions to exercise their
reasonable business judgment to determine whether to bring,
settle, resolve or abandon any objections.

The Reorganized Debtors will, at a minimum:

    (a) administer all disputed personal injury claims; and

    (b) on or before the Claims Objection Bar Date, file
        objections to Class 5 Claims based on a review of the
        Debtors' books and records, including claims that have
        been satisfied, amended or superseded, or are
        unenforceable, disputed, defective, untimely, incomplete,
        duplicative, overstated, subject to an objection under
        Section 502(d) of the Bankruptcy Code, or are not
        reflected in the Debtors' books and records.

The parties to the Settlement Agreement will not object, or assist
anyone in objecting, to the professional fees and expenses of the
Creditors Committee and the Committee member expenses incurred
through November 28, 2006.  For fees incurred from Nov. 29, 2006,
until the Effective Date:

    (i) the allowed professional legal fees of the Creditors
        Committee will be capped at $50,000; and

   (ii) the allowed fees of the Creditors Committee's financial
        advisors will be capped at $10,000 per month, and the
        Debtors, the Estates and the Reorganized Debtors will have
        no obligation to pay or reimburse any amounts in excess of
        these caps for fees incurred after Nov. 29, 2006, until
        the Effective Date, if the Plan is confirmed.

Professional fees and expenses earned before Nov. 29, 2006, are
not subject to any caps.  The fees and expenses of the Creditors
Committee's professionals that are subject to the cap will not be
expended in connection with evaluating or prosecuting any
Avoidance Action.

                     Dissolution of Committee

The Creditors Committee will be dissolved and its members,
professionals and agents will be released and discharged from all
further rights and duties arising from or related to the Chapter
11 cases on the Plan Effective Date.  The professionals retained
by the Creditors Committee and the Committee members will not be
entitled to compensation or reimbursement of expenses incurred for
services rendered after the Plan Effective Date.

                           Other Claims

Under the Revised Disclosure Statement, Yucaipa still holds an
Allowed superpriority Administrative Claim, pursuant to the Junior
DIP Facility Order.  However, the provision stating that
"Yucaipa's Allowed superpriority Administrative Claim is entitled
to payment from the proceeds of Avoidance Actions" has been
stricken.

Pursuant to the Settlement Agreement, holders of Intercompany
Claims are not entitled to vote on the Plan, and, pursuant to the
Plan, the Debtors and Reorganized Debtors, as the holders of
Intercompany Claims, will not be entitled to any portion of the
General Unsecured Claim Distribution on account of those claims.

The Second Revised version of the Plan further reflects that the
Debtors will not reject their collective bargaining agreement with
the International Brotherhood of Teamsters or seek any distressed
termination of any employee benefit plans.

                        Liquidating Trust

In accordance with the Settlement Agreement, on the Plan Effective
Date, the Liquidating Trust will be established for the purpose of
distributing the Distributions to the holders of Allowed Class 5
Claims, and the investigation, prosecution or settlement of
Avoidance Actions in accordance with the terms of the Plan.  The
Liquidating Trustee will make distributions to the holders of
Allowed Class 5 Claims as set forth in the Liquidating Trust
Agreement and the Plan, excluding holders of Intercompany Claims
or Deficiency Claims of Class 1 and Class 2 claimants or any
postpetition lender of the Debtors and the other parties
identified in the treatment of Class 5 excluded from the
distribution.

On the Plan Effective Date, each Holder of an Allowed Unsecured
Claim in Class 5 will, by operation of the Plan:

    (a) become a beneficiary of the Liquidating Trust;

    (b) be bound by the Liquidating Trust Agreement; and

    (c) receive an uncertificated beneficial interest in the
        Liquidating Trust in proportion to its Pro Rata share of
        Allowed Class 5 Claims.

All Avoidance Actions will be deemed automatically transferred to
the Liquidating Trust on the Effective Date without further
action by any party or Court ruling.  No Avoidance Actions will
be brought against:

    (a) the DIP Agent, any DIP Lenders, the First Lien Agent or
        the First Lien Lenders;

    (b) Yucaipa in any capacity;

    (c) any holder of Second Lien Claims or agent under the Second
        Lien Credit Agreement in that capacity;

    (d) any current officer or director of the Debtors in that
        capacity, provided that the covenant not to sue current
        directors and officers will only be enforceable to the
        extent it does not impair the ability to prosecute
        Avoidance Actions against other targets; and

    (e) solely with respect to Avoidance Actions under
        Section 547(b)(4)(a) of the Bankruptcy Code, trade
        creditors that:

        -- are not insiders within the meaning Section 101(31) of
           the Bankruptcy Code;

        -- supply the Reorganized Debtors in the ordinary course
           of their business with goods and services; and

        -- are identified in writing by the Reorganized Debtors
           to the Liquidating Trustee within 10 business days
           after the Liquidating Trustee submits a written list
           of potential defendants to the Reorganized Debtors.

The Avoidance Actions do not include rights to set off under
Section 553 of the Bankruptcy Code.

The Creditors Committee will select the Liquidating Trustee, who
will be the exclusive trustee of the assets of the Liquidating
Trust, as well as the appointed representative of the Debtors and
Reorganized Debtors with respect to the Avoidance Actions and
related net proceeds. Subject to the Plan, the only assets of the
Liquidating Trust will be the Avoidance Actions and net proceeds
of the Avoidance Actions and the Funding Amount.

An oversight committee consisting of three or five members of the
current Creditors Committee will be formed to direct the
activities of the Liquidating Trustee.  Other rights and duties
of the Liquidating Trustee and the beneficiaries will be as set
forth in the Liquidating Trust Agreement.  The Debtors and
Reorganized Debtors will provide the Liquidating Trustee with
reasonable access to their books, records, documents and
personnel for investigation and prosecution of the Avoidance
Actions.

The Liquidating Trustee, in consultation with the oversight
committee, will hire counsel and other professionals.  On the
Effective Date, the Reorganized Debtors are authorized and will
fund $500,000 to the Liquidating Trust, which amount will be used
by the Liquidating Trustee to investigate and prosecute the
Avoidance Actions and pay the costs and expenses of the
Liquidating Trust pending the receipt by the Liquidating Trust of
recoveries on account of the Avoidance Actions.

Except as set forth in the Plan, the Debtors, the Reorganized
Debtors and Yucaipa will have no obligation to provide any funds
or other property or assets to the Liquidating Trust and pay or
reimburse any of its expenses.

The Settlement Agreement further provides that any recovery by
the Liquidating Trust on account of the Avoidance Actions will be
applied in this order of events:

    (1) to pay any unpaid costs and expenses of the Liquidating
        Trust, including attorneys' fees and court costs;

    (2) to repay the Funding Amount to the Reorganized Debtors
        together with interest on it at the rate of 7.5% per annum
        until the Funding Amount, together with all accrued
        interest, has been repaid in full;

    (3) 50% of the remaining proceeds, if any, will be paid to the
        Reorganized Debtors and the other 50% of the remaining
        proceeds will be retained by the Liquidating Trust and
        distributed to holders of Allowed Class 5 Claims in
        accordance with the Plan and the Liquidating Trust
        Agreement, excluding the parties identified in the
        description of Class 5 treatment as not entitled to share
        in the distribution; and

    (4) after all Allowed Class 5 Claims have been paid in full,
        all remaining proceeds, if any, will be paid to the
        Reorganized Debtors.

The Creditors Committee reserves all of its rights with respect
to any proposed modification, including its rights under
Section 1127 of the Bankruptcy Code and Rule 3019 of the Federal
Rules of Bankruptcy Procedure.

To the extent there is any inconsistency or ambiguity between any
term or provision contained in the Plan, on the one hand, and the
Disclosure Statement, on the other, the terms and provisions of
the Plan will control.  To the extent there is any inconsistency
between any term or provision contained in the Plan, on the one
hand, and the Settlement Agreement, on the other, the terms and
provisions of the Settlement Agreement will control.

A full-text copy of the Global Settlement Agreement is available
for free at http://researcharchives.com/t/s?16e9

A full-text copy of the Second Revised First Amended Disclosure
Statement is available for free at:

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

A full-text copy of the Second Revised First Amended Plan is
available for free at http://researcharchives.com/t/s?16eb

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


PERFORMANCE TRANSPORTATION: Seeks Expanded Work Scope for FTI
-------------------------------------------------------------
Given recent negotiations and developments regarding the
Performance Transportation Services, Inc., and its debtor-
affiliates' Plan of Reorganization, the Debtors have decided to
expand the scope of FTI Consulting, Inc.'s financial advisory
services to include services related to the placement of financing
to exit bankruptcy.

Garry M. Graber, Esq., at Hodgson Russ LLP in Buffalo, New York,
notes that FTI has already begun providing these additional
services to the Debtors based on the Debtors' earnest desire to
move forward with the bankruptcy restructuring.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the Western District of New York to expand the scope of
FTI's retention, nunc pro tunc to Nov. 8, 2006, upon the terms and
conditions contained in the parties' Oct. 5, 2006, supplemental
engagement letter.  The Debtors also ask the Court to approve the
terms of FTI's employment, including the proposed fee structure,
set forth in the Supplemental Engagement Letter.

Pursuant to the terms of the Supplemental Engagement Letter, FTI
has begun providing, and will provide, additional advisory
services as the parties have deemed, and will deem, appropriate
and feasible to advise the Debtors during the course of the
Chapter 11 cases, including:

    (a) assisting the Debtors with information and analyses
        required pursuant to the Debtors' capital needs, including
        the placement of financing to exit bankruptcy;

    (b) assisting with the review and development of a long-range
        business plan and supporting analyses;

    (c) assisting the Debtors in negotiations with existing
        lenders and discussions with potential new lenders or
        investors for the purpose of refinancing and restructuring
        existing senior and junior debt securities including the
        preparation of materials and other analyses for the
        Debtors' use in refinancing and restructuring the debt;

    (d) assisting the Debtors in the analysis and negotiation of
        new or restructured financing agreements;

    (e) assisting in the preparation of materials, including
        business, financial information, and descriptive
        memoranda, to be provided to potential lenders of the
        placement of financing to exit bankruptcy;

    (f) directing and coordinating the due diligence process
        associated with the placement of financing to exit
        bankruptcy; and

    (g) assisting the Debtors and their advisors through the
        placement of financing to exit bankruptcy and the closing
        process.

According to Mr. Graber, the Debtors have also agreed to pay a
success fee to FTI for efforts expended in connection with the
successful confirmation of a plan of reorganization in their
Chapter 11 cases.  The Success Fee will be a fixed at $580,000,
and is payable upon the effectiveness of the final Plan.  FTI has
agreed to offset any fees earned in assisting the Debtors in
obtaining the placement of financing to exit bankruptcy against
the final payment of the Success Fee.

Many of the terms, conditions, and provisions contained in the
Supplemental Engagement Letter incorporate the terms, conditions
and provisions contained in the parties' September 16, 2005,
engagement letter, which was the approved by the Court, Mr. Graber
further notes.

Mr. Graber submits that FTI (a) continues not to hold or represent
an interest adverse to the Debtors' estates, and (b) remains a
"disinterested person."

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


PRIDE INTERNATIONAL: Appoints Kenneth Burke to Board of Directors
-----------------------------------------------------------------
Pride International Inc. disclosed that Kenneth M. Burke has been
appointed to the Board of Directors upon the recommendation of
Pride's Nominating and Corporate Governance Committee.  Mr. Burke
was also appointed to the Company's Audit Committee.  

Mr. Burke, 57, is a retired partner of Ernst & Young, LLP, where
over the course of a 31-year career he served in various
positions, including National Director of Energy Services,
Managing Partner of Assurance and Advisory Business Services for
the Gulf Coast Area, and Coordinating Partner for energy and
oilfield service companies.  Mr. Burke currently serves as a
director of Trico Marine Services, Inc.

Headquartered in Houston, Texas, Pride International Inc.,
(NYSE: PDE)  -- http://www.prideinternational.com/-- provides   
onshore and offshore contract drilling and related services to oil
and gas companies worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006
Moody's Investors Service, in connection with the implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors, confirmed its Ba1 Corporate Family Rating for Pride
International Inc.


PVH CORPORATION: Moody's Lifts Corporate Family Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service upgraded Phillips Van Heusen
Corporation's corporate family rating to Ba2 from Ba3.

"The upgrade reflects positive trends in the company's
performance, with improvement in operating margins across the
company's various business units and the positive impact on credit
metrics following the conversion of all remaining redeemable
preferred shares to common stock in 2006," said Moody's Vice
President Scott Tuhy.

The company's senior secured notes were upgraded to Baa3 from Ba1
and the company's senior unsecured notes were upgraded to Ba3 from
B1.

The rating outlook is stable, reflecting Moody's expectations the
company will sustain financial metrics appropriate for the rating
category.

These ratings were affected by this action:

   * Ratings Upgraded or Affirmed

      -- Corporate Family Rating to Ba2 from Ba3

      -- Probability of Default rating to Ba2 from Ba3

      -- $100 million senior secured notes to Baa3 from Ba1,
         LGD2, 20%

-- $300 million senior unsecured notes to Ba3 from B1,
         LGD5, 73%

Phillips Van Heusen Inc, headquartered in New York, NY designs and
markets dress shirts, sportswear and, to a lesser degree, footwear
and other related products.  Products are marketed under owned
brands including Calvin Klein, Van Heusen, Arrow, Izod and Bass,
and under licensing agreements for brands including Geoffrey
Beane, Donald Trump and Kenneth Cole.  The company also licenses
its brands to third parties with the Calvin Klein brand being its
most widely licensed brand.  Revenues for the fiscal year ending
January 31, 2006 totaled approximately $1.9 billion.


QUEBECOR WORLD: Will Offer $400 Mil. of New Sr. Unsecured Notes
---------------------------------------------------------------
Quebecor World Inc. plans to offer approximately $400 million
aggregate principal amount of new Senior Notes due 2015.  The
terms of the new Senior Notes will be settled between Quebecor
World Inc. and the initial purchasers of the notes.

The Senior Notes will be issued by the Company and will be
unconditionally guaranteed on a senior unsecured basis by Quebecor
World Capital ULC, Quebecor World (USA) Inc. and Quebecor World
Capital LLC, all wholly owned subsidiaries of the company.

The proceeds from the sale of the Senior Notes will be used to
reduce indebtedness, including to repurchase up to $125 million of
the Company's 8.54% senior notes due 2015, 8.69% senior notes due
2020, 8.42% senior notes due 2010 and 8.52% senior notes due 2012
under the cash tender offers commenced by Quebecor World (USA)
Inc. on Nov. 30, 2006, to repay in full the company's $150 million
7.25% senior debentures due in January 2007 and to repay
borrowings under the Company's revolving credit facility.  The
balance of the proceeds, if any, will be used for general
corporate purposes.

Concurrent with this proposed offering, the company obtained
temporary accommodation of certain covenants under its bank credit
facilities in order to provide itself with greater financial
flexibility.

Headquartered in Montreal, Canada, Quebecor World Inc. (TSX:
IQW)(NYSE: IQW) -- http://www.quebecorworld.com/-- provides print  
solutions to publishers, retailers, catalogers and other
businesses with marketing and advertising activities.  Quebecor
World has approximately 32,000 employees working in more than 140
printing and related facilities in the United States, Canada,
Argentina, Austria, Belgium, Brazil, Chile, Colombia, Finland,
France, India, Mexico, Peru, Spain, Sweden, Switzerland and the
United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
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.


QUEBECOR WORLD: S&P Rates Proposed $400 Mil. Senior Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
debt rating to Quebecor World Inc.'s proposed $400 million senior
unsecured notes due 2015.

At the same time, Standard & Poor's affirmed all other ratings,
including the 'B+' long-term corporate credit rating, on the
company. The proceeds of the new notes will be largely used to
refinance existing debt.

The outlook is negative.

The ratings on Quebecor World reflect the company's highly
leveraged financial profile, its weakness in revenues and earnings
despite restructuring efforts, operating losses in the European
division, inefficiencies related to the installation of new
printing presses, and difficult industry conditions.

"In addition, unfavorable shifts in product mix and higher energy
costs are adding to the company's challenges and have resulted in
margins well below historical levels," said Standard & Poor's
credit analyst Lori Harris.

"Free cash flow will continue to be negatively affected by the
significant reduction in earnings and elevated investments in the
company's manufacturing platform," Ms Harris added.

Quebecor World remains the world's second-largest printer,
supported by its product and global diversity.

The negative outlook reflects Standard & Poor's ongoing concerns
regarding the challenges the company faces given its weak
operating performance, including lower earnings, reduced free cash
flow, and difficult industry fundamentals.

Downward pressure on the ratings could result from the continued
deterioration in Quebecor World's operations or weakness in credit
protection measures.

In the medium term, there are limited prospects for an upgrade.
The outlook could be revised to stable if the company demonstrates
improved operating performance.


RAMP SERIES: Moody's Assigns Ba1 Rating to Class B Certificates
---------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by RAMP Series 2006-EFC2 Trust and ratings
ranging from Aa1 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by EquiFirst Corporation originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
Residential Funding Company, LLC.  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 5.4% to 5.9%.

Residential Funding will act as master servicer.  

Moody's has assigned Residential Funding its top servicer quality
rating of SQ1 as master servicer.

These are the rating actions:

   * Issuer: RAMP Series 2006-EFC2 Trust

                      Class A-1, Assigned Aaa
                      Class A-2, Assigned Aaa
                      Class A-3, Assigned Aaa
                      Class A-4, Assigned Aaa
                      Class M-1S,Assigned Aa1
                      Class M-2S,Assigned Aa2
                      Class M-3S,Assigned Aa3
                      Class M-4, Assigned A1
                      Class M-5, Assigned A2
                      Class M-6, Assigned A3
                      Class M-7, Assigned Baa1
                      Class M-8, Assigned Baa2
                      Class M-9, Assigned Baa3
                      Class B,   Assigned Ba1

The Class B 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.


RAPID PAYROLL: Wants Irell & Manella as Special Litigation Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Rapid Payroll Inc. to employ Irell & Manella LLP as its
special litigation counsel.

On June 7, 2006, the Court denied Irell & Manella's application to
be employed as reorganization and litigation counsel to the
Debtor.  The Court held that Irell & Manella could not serve that
role because Paychex Inc., Rapid Payroll's parent company, whom
Irell & Manella also represents, is a significant creditor of the
Debtor and a party against which the Debtor may assert claims in
the bankruptcy.

The Court, however, approved Irell & Manella's retention as
special litigation counsel.

Irell & Manella is expected to:

   * with respect to the Federal Actions,

     a) prepare necessary briefs, appendices, and any additional
        written submissions requested by the U.S. Court of Appeals
        for the Ninth Circuit in connection with the appeals of
        the federal cases filed by twelve licensee companies for
        damages under license agreements;

     b) prepare for and participate in any oral argument on the
        appeals;

     c) represent the Debtor in connection with any appellate
        proceedings that follow a ruling of the Ninth Circuit on
        the pending appeals; and

     d) to the extent that any causes of action asserted by the
        plaintiffs in the Federal Actions against the Debtor, or
        vice versa, are reinstated, represent the Debtor in
        connection with pre-trial proceedings concerning, and
        trial of, those causes of action.

   * with respect to the Accuchex case,

     a) if the Court declines to adjudicate Accuchex's claims for
        intentional interference with contract and interference
        with prospoective economic advantage, and lifts the stay,
        prepare any additional written submissions requested by
        the California Court of Appeal in connection with the
        appeal and prepare for and participate in any oral
        argument;

     b) to the extent that any causes of action asserted by the
        plaintiffs in the Federal Actions against the Debtor, or
        vice versa, are reinstated, represent the Debtor in
        connection with a subsequent trial of those causes of
        action.

   * with respect to the Brunskill, Complete Payroll Processing,  
     and Warner cases

     a) represent the Debtor in pre-trial proceedings concerning
        causes of action asserted by Brunskill Associates, Inc.,
        Computer Payroll Processing, and Warner Information
        Systems against the Debtor, or vice versa, and at any
        trial of these causes of action;

     b) represent the Debtor in connection with any appellate
        proceedings arising from these causes of action.

Alexander F. Wiles, Esq., a partner at Irell & Manella, discloses
he will bill $725 per hour.  He further discloses that the firm's
professionals bill:

       Professional        Designation        Hourly Rate
       ------------        -----------        -----------
       Morgan Chu            Partner             $985
       Brian Hennigan        Partner             $750
       Michael Strub       Of-Counsel            $585
       Heather Freelin     Sr. Counsel           $540
       Sandy Chung          Associate            $430

The Debtor has agree to pay the firm an initial retainer of
$1 million, which is held in an interest-bearing trust account.

Mr. Wiles assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

                       About Rapid Payroll

Headquartered in Orange, California, Rapid Payroll Inc. fka Olsen
Computer Systems, was in the business of licensing payroll
processing software called Rapidpay and providing maintenance,
support and updates for the software to its licensees.  The
Company was later acquired in November 1996 by Paychex, Inc.
Rapid Payroll filed for chapter 11 protection on May 4, 2006
(Bankr. C.D. Calif. Case No. 06-10631).  The firm of Robinson,
Diamant & Wolkowitz, APC serves as the Debtor's counsel.  When the
Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and debts between $10
million and $50 million.


REFCO INC: Judge Drain Extends Removal Period to January 9
----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, in a bridge order issued Dec. 6,
2006, extended Refco Inc. and its debtor-affiliates' Removal
Period through and including Jan. 9, 2007, without prejudice to
their right to seek further extensions.

The Debtors had asked the Court to further extend the period
within which they may file notices of removal with respect to
pending actions through and including March 12, 2007.

J. Gregory St. Clair, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, relates that as of the Petition Date,
the Debtors were plaintiffs in 37 actions and proceedings in a
variety of state and federal courts throughout the country.

Mr. St. Clair states that since the Debtors have continued to
focus primarily on winding down their businesses, formulating and
negotiating a global resolution of their cases, and soliciting
acceptances of their existing Plan of Reorganization, neither the
Debtors nor Refco Capital Markets, Ltd., has reviewed all the
Actions to determine whether any of those should be removed under
Rule 9027(a)(2) of the Federal Rules of the Bankruptcy Procedure.

Furthermore, the results of the Plan solicitation and
confirmation process may well impact the Debtors' decisions
regarding the removal of Actions, Mr. St. Clair notes.

The Debtors believe that an extension of the Removal Period will
afford them sufficient opportunity to assess whether the Actions
can and should be removed, hence, protecting their valuable right
to adjudicate lawsuits under 28 U.S.C. Section 1452.

                          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: Taps Sonnenschein Nath as Special Litigation Counsel
---------------------------------------------------------------
Refco Inc. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
Sonnenschein Nath & Rosenthal LLP as their special litigation
counsel, effective as of November 20, 2006.

Sonnenschein will represent Refco Group Ltd., LLC, in connection
with matters involving Cantor Fitzgerald Securities.

Sonnenschein has been representing non-debtor Refco Securities
LLC in connection with Cantor's arbitration in New York City with
the National Association of Securities Dealers, Inc., on June 19,
2006.

The Arbitration was based on a breach of a 2004 transaction fee
agreement among Cantor, Cantor Fitzgerald, L.P., eSpeed, Inc.,
RSL, and RGL.  Cantor seeks more than $11,000,000 in the
Arbitration from RSL.

In July 2006, Cantor filed a claim against RGL, which claim was
later amended in October 2006 to assert $11,193,466.

The Debtors believe that Sonnenschein's representation of RGL is
necessary to:

   (i) resolve the Claim against the Debtors' estates; and

  (ii) handle other Cantor-related matters, including the sale
       or other disposition of RGL's 10% interest in Cantor
       Index Holdings, L.P., which RGL acquired in 2002 by
       investing $8,000,000 in Cantor Index.

Furthermore, the Debtors assert that Sonnenschein's familiarity
with the Transaction Agreement and its continued representation
of RSL in the Arbitration supports the firm's employment in the
Debtors' cases for RGL.

Specifically, Sonnenschein will represent RGL in connection with:

   (a) the Claim and Arbitration, including drafting,
       negotiating and filing any and all papers to resolve the
       Claim and Arbitration;

   (b) the Sale Transaction, including drafting, negotiating and
       filing any and all papers to effectuate the Sale
       Transaction; and

   (c) any other matter involving RGL and Cantor, Cantor
       Fitzgerald, L. P., or any Cantor affiliate or related
       entity.

Sonnenschein's current hourly rates, subject to periodic
adjustments, are:

              Partners               $450 to $880
              Associates             $230 to $480
              Legal assistants       $130 to $250

Sonnenschein will apply for allowance of compensation for
services rendered and reimbursement of expenses incurred in the
Debtors' cases.  Sonnenschein will also follow the allocation
procedures for fees and expenses that will require the firm to
(i) report compensation received from RSL including its report of
compensation from RSL and (ii) abide by Court-established
procedures.

Peter D. Wolfson, a partner at Sonnenschein, attests that the
firm does not hold or represent any interest adverse to the
estates, and is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                          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)


RISKMETRICS GROUP: Moody's Rates $130-Million Term Loan at B3
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings to
RiskMetrics Group Holdings LLC.

Moody's assigned a B1 corporate family rating, a Ba3 rating to the
first lien credit facility and a B3 rating to the second lien term
loan facility.

The ratings for these debt instruments reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B1, and a loss given default of LGD 3 to the first lien
credit facility and LGD 5 to the second lien credit facility.

The rating outlook is stable.

On Nov. 1, 2006, RiskMetrics reported that it entered into a
definitive agreement to acquire Institutional Shareholder
Services, Inc. for $527 million excluding transaction expenses,
which represents a multiple of 17.5 times projected 2006 EBITDA.
The transaction is expected to close in January 2007 and is
subject to customary closing conditions.  Upon closing of the
transaction, RiskMetrics' largest shareholders will be company
management and the private equity firms, Spectrum Equity
Investors, General Atlantic and Technology Crossover Ventures.

The acquisition is expected to be funded with a $300 million first
lien term loan, $130 million second lien term loan,
$80 million of cash on hand and $60 million of rollover equity.

Moody's views the acquisition of ISS by RiskMetrics favorably as
it combines two businesses with strong growth potential, increases
business line diversification and offers the opportunity to cross-
sell products across a similar client base.

Integration risk appears to be minimal since each of the entities
will operate as separate subsidiaries.  The ratings reflect
interest coverage and leverage metrics that will initially be weak
for the rating category but that are expected to improve
significantly over the next 12-24 months.  

The ratings also reflect a relatively small pro forma revenue and
EBIT base, high revenue visibility, a broad customer base, and
leading market positions in each of its business segments.

The Ba3 rating on the proposed first lien secured credit facility
reflects a loss given default of greater than or equal to 30% and
less than 50%, LGD3.  The first lien credit facility is secured by
a first lien pledge of substantially all of the company's domestic
assets and 65% of the stock of foreign subsidiaries.  The loss
given default assessment reflects the priority position of the
first lien credit facility in the capital structure and debt
cushion provided by the second lien term loan facility.

The B3 rating on the proposed second lien term loan facility
reflects a loss given default of greater than or equal to 70% and
less than 89%, LGD5.  The second lien term loan is secured by a
second lien pledge of substantially all of the company's domestic
assets and 65% of the stock of foreign subsidiaries.  The loss
given default assessment reflects effective subordination to the
first lien credit facility.

Ratings assigned:

   -- Corporate family rating at B1

   -- Probability-of-default rating at B1

   -- $25 million 6 year first lien revolver at Ba3, LGD3, 34%

   -- $300 million 7 year first lien term loan at Ba3, LGD3, 34%

   -- $130 million 7.5 year second lien term loan at B3, LGD5,
      87%

The stable outlook anticipates strong revenue and EBITDA growth
over the next 12-18 months.  Cash flow from operations is expected
to be used to repay term loan indebtedness.

The ratings anticipate solid improvement in credit metrics in 2007
with debt to EBITDA declining to about 5.5x and free cash flow to
debt in the 6%-9% range.  The outlook could be changed to positive
if revenue growth and EBITDA margin expansion substantially exceed
Moody's expectation over the next year.  The ratings could be
upgraded if financial performance improves such that Debt to
EBITDA and free cash flow to total debt can be sustained at under
4 times and over 10%, respectively.

The outlook could be changed to negative if the company fails to
execute on its business plan and reports weaker than expected
revenue growth and EBITDA margins.  A significant debt financed
acquisition that substantially weakens credit metrics and
liquidity could also pressure the rating.  

The ratings could be downgraded if Debt to EBITDA and free cash
flow to total debt are expected to be sustained at over 5.5x and
under 6%, respectively.

Based in New York, New York, RiskMetrics provides financial
analytics and wealth management solutions to financial
institutions, corporations and central banks worldwide.
RiskMetrics' analytics, data and services enable users to measure
and manage risk, and to communicate that risk to managers,
clients, investors, shareholders and regulators.  RiskMetrics has
about 600 clients and reported revenues of $101 million for the
twelve month period ending Sept. 30, 2006.

ISS is the leading provider of proxy voting and corporate
governance services.  The Company provides proxy research, voting
recommendations and governance advisory services to financial
institutions and corporations worldwide.  With more than
2,400 institutional and corporate clients throughout North
America, Europe, Asia and Australia, the Company analyzes proxy
issues, issues research and provides vote recommendations for more
than 35,000 companies across markets worldwide.  ISS reported
revenues of $100 million for the LTM period.


RITE AID: Jean Coutu Wants 8.5% Senior Notes Transferred
--------------------------------------------------------
The Jean Coutu Group Inc. filed a declaratory judgment action in
the U.S. District Court for the Southern District of New York to
obtain a definitive resolution regarding the intended transfer of
the company's 8.5% Senior Subordinated Notes in the amount of
$850 million to Rite Aid Corporation in connection with the
pending transaction between the two companies.

As reported in the Troubled Company Reporter on Aug. 25, 2006,
Rite Aid and Jean Coutu entered into a definitive agreement,
on Aug. 24, 2006, in which its US subsidiary, The Jean Coutu Group
USA Inc., will be merged into Rite Aid.  Under the transaction,
The Jean Coutu Group will receive $1.45 billion in cash, subject
to customary working capital adjustments, and 250 million shares
of Rite Aid common stock giving it a 32% common equity interest
and 30.2% of the voting power in the expanded Rite Aid.  Rite Aid
also intends to assume $850 million of The Jean Coutu Group's
long-term debt.  Based on Rite Aid's prior one-month average
closing share price, the transaction would be valued at
approximately $3.4 billion.

As it has stated from the initial announcement of the pending
transaction with Rite Aid, the company believes that the intended
transfer of this debt is permitted by its contractual obligations
and by all applicable laws.

In order to answer any questions raised by the holders of the
Notes, The Jean Coutu Group has determined to seek a clear and
unambiguous judicial declaration in its favor prior to closing.

                        About Jean Coutu

Headquartered in Longueuil, Quebec, The Jean Coutu Group Inc.
(TSX: PJC.A) -- http://www.jeancoutu.com/-- has a combined
network of 2,175 corporate and franchised drugstores (under the
banners of Brooks and Eckerd Pharmacy, PJC Jean Coutu, PJC
Clinique and PJC Sante Beaute) in North America.  The Group's
United States operations employ 46,000 people and comprise 1,853
corporate owned stores located in 18 states of the Northeastern,
mid-Atlantic and Southeastern United States.  The Group's Canadian
operations and franchised drugstores in its network employ over
14,000 people and comprise 322 PJC Jean Coutu franchised stores in
Quebec, New Brunswick and Ontario.

                         About Rite Aid

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE, PCX: RAD) -- http://www.riteaid.com/-- runs a drugstore   
chain with 2005 annual revenues of $17.3 billion and 3,320 stores
in 27 states and the District of Columbia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2006,
Moody's Investors Service placed the ratings of Rite Aid
Corporation, including the corporate family rating of B2, on
review for possible downgrade.

These ratings include Corporate Family Rating at B2; Senior
secured global notes at B2; Senior secured guaranteed second lien
notes at B2; Senior unsecured debentures, notes, convertible
senior notes and global notes at Caa1; and Speculative grade
liquidity rating at SGL-3.


SAINT VINCENTS: Wants to Assume Amended IT Contracts
----------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to assume certain amended
contracts with Computer Sciences Corporation and Siemens Medical
Solutions USA, Inc., retroactively to the execution date,
Dec. 4, 2006.

Historically, the management of the Debtors' Information
Technology Department and IT services has been divided between
Computer Sciences and Siemens Medical.

In 2001, the Debtors entered into an information technology
services agreement with CSC to outsource the management and
operation of their IT Department.  Among other things, the CSC
Contract provided that CSC's services would terminate in May 2008.

In addition, the Debtors renewed several IT service contracts with
Siemens.  Subsequent to September 2001 but before the Petition
Date, Siemens and the Debtors entered into various modifications
and amendments to the Siemens Contract, which, among other things,
extended the termination of services to September 2012.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Debtors have engaged and continue to engage in an
analysis of their executory contracts to determine which contracts
are beneficial to them and their estates.  In connection with the
analysis, the Debtors have examined the CSC Contract and the
Siemens Contract and determined that significant savings could be
achieved by consolidating the services provided under the
contracts with one vendor.

Mr. Troop says the Debtors solicited proposals from various IT
vendors and selected Siemens' IT proposal as the one that meets
their total IT service needs citing it:

   (i) promises an IT service bundle that consolidated operations
       of the IT Department with all other IT services in place
       throughout the Debtors' business; and

  (ii) costs significantly lower than any other proposal
       submitted to the Debtors' estates.  

Total savings from the consolidation of the IT services with
Siemens is anticipated to be $1,000,000 per month, Mr. Troop adds.  

Mr. Troop tells Judge Hardin, to consolidate all IT services with
Siemens, the Debtors realized that CSC's continued performance
under the CSC Contract would be required for a time.  Without
CSC's continued performance, the Debtors could not effectuate the
future transition of IT services from CSC to Siemens, without
risking significant interruption to their business operations
because critical aspects of their healthcare enterprise currently
rely on CSC's management of their IT Department.

Following negotiations, the Debtors, Siemens, and CSC agree to
coordinate a consensual Cut-over of IT services during the
transition period that would minimize cost, expense, and
interruption to the Debtors' estates.  The Debtors also reached an
agreement with each of CSC and Siemens settling their claims
against the Debtors.  The parties have agreed to perform their
responsibilities under the agreements immediately.

Specifically, the Amended CSC Contract provides that:

   (a) CSC's Claim Nos. 410, 411, 412, and 413, asserting
       unsecured claims are allowed for $13,987,898, free and
       clear of any liens, which Claims will be classified,
       allowed and treated as prepetition general unsecured
       claims in the Debtors' Chapter 11 cases;

   (b) CSC's prepetition general unsecured claim for the
       termination of the CSC Contract will be allowed as a
       general unsecured claim for $3,026,993, free and clear of
       any liens;

   (c) CSC will be allowed a postpetition administrative claim
       for any services and projects that CSC performed for the
       Debtors under the terms of the CSC Contract during the
       pendency of the Chapter 11 case;  

   (d) CSC will sell and the Debtors will purchase CSC's right,
       title, and interest in certain assets for a net book value
       of $1,469,804 pursuant to the purchase obligation in the
       Amended CSC Contract.  CSC will provide the Debtors with a
       $203,345 credit in the first calendar month after the
       closing;

   (e) CSC agrees to provide continued design and development
       assistance during the Cut-over until the end of the
       transition period.  CSC will terminate Support Obligations
       to the Debtors, including software and other third-party
       agreements, on February 28, 2007.  Any additional support
       services required after the CSC Termination Date will be
       negotiated separately and in good faith; and

   (f) the Debtors and CSC release certain claims that each could
       assert against the other.

The major features of the Amended Siemens Contract are:

    -- Siemens' assumption of Managed Services, which include
       managerial and operational responsibility for the Debtors'
       IT Department, will commence on March 1, 2007;

    -- Siemens and the Debtors will work together in good faith
       to complete the IT Department Cut-over from CSC to
       Siemens.  Monthly fees associated with Managed Services
       covered by the Amended Siemens Contract will be revised on
       the Services Commencement Date to take into account the
       new services;

    -- Siemens' managed services division service level agreement
       governs the details of Siemens' Managed Services
       responsibilities;

    -- to satisfy the Debtors' obligations to "cure" any defaults
       under the Siemens Contract in connection with the
       assumption of the contract, as amended, Siemens' filed
       proof of claim for the prepetition amounts due under the
       Siemens Contract prior to the current amendment for
       $10,009,916 will be allowed and classified as a
       prepetition general unsecured claim, free and clear of any
       liens.  The allowed Siemens Claims will be classified and
       treated as a prepetition general unsecured claim;

    -- the Debtors will continue to pay Siemens any amounts
       attributed to services provided to the Debtors after the
       Petition Date under the Amended Siemens Contract that come
       due in the ordinary course; and

    -- the Debtors and their estates waive any claims and all
       arising under Chapter 5 of the Bankruptcy Code that they
       might have against Siemens.

A full-text copy of the amendment to the Information Technology
Services Agreement is available for free at:

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

          The Staten Island/Queens Purchase and Sale

The Debtors also seek the Court's authority to sell certain IT
Equipment to Castleton Acquisition Corporation and Caritas Health
Care Planning, Inc., free and clear of liens, claims, and
encumbrances, for an amount no less than the Debtors will pay to
acquire the Equipment under the contract amendments.

Mr. Troop relates that pursuant to separate Court-approved asset
purchase agreements, the Debtors intend to close sales of their
Staten Island to Castleton and Queens hospitals to Caritas in
December 2006.  When Castleton and Caritas close on their Hospital
Transactions, Castleton and Caritas will have in their possession
equipment belonging to CSC or the Debtors.  

Although CSC requires that the Debtors purchase the SIQH Equipment
as part of the termination of CSC's services, the Debtors
anticipate that the SIQH Equipment will no longer be useful to the
Debtors because:

   (x) the SIQH Equipment supports the Staten Island and Queens
       hospitals that are being sold to the Castleton and
       Caritas,

   (y) the SIQH Equipment cannot be used in the Debtors' Cut-over
       of IT service to Siemens at the Debtors' other hospitals
       as all of the hospitals remaining in the Debtors'
       healthcare enterprise already possess the IT equipment
       they need, and

   (z) the SIQH Equipment cannot feasibly be stored for later use
       by the Debtors because it is depreciating IT assets that
       will likely be obsolete before the Debtors have a need for
       additional equipment in the future.

Castleton and Caritas have indicated that they are willing and
able to purchase the Equipment to continue the operation of their
hospitals as soon as possible.  

The Debtors are aware of one lien on the Equipment held by their
postpetition lender, General Electric Capital Corporation, which
lien attaches to substantially all of the Debtors' property
pursuant to a replacement secured debtor-in-possession financing
order, dated November 15, 2005.  The Debtors will obtain the
consent of GE Capital to the sale of the Equipment prior to its
sale to Castleton and Caritas.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 40 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Wants to Pay Up to $300,000 of Diligence Fees
-------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for permission to pay diligence fees, subject
to per-lender caps of $50,000 or $10,000, as appropriate, and
subject to an aggregate cap of $300,000.

The Debtors are in the process of finalizing a plan of
reorganization and anticipate that plan will require exit
financing in the form of:

   (i) a revolving credit line for $50,000,000 secured by
       accounts receivable; and

  (ii) a term loan of at least $250,000,000 secured by
       substantially all of the Debtors' other assets.

The Exit Facility will be necessary to fund the repayment of their
debtor-in-possession financing, make payments to claimholders
under a reorganization plan, and fund short-term working capital
needs, Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in
New York, explains.

According to Mr. Troop, the Debtors have been in discussions with
certain lenders to arrange the Exit Facility and have already
received preliminary indications of interest from several lenders.  
The lenders who bid on exit financing will fall into two
categories:

   (1) lenders willing to make a proposal for the entire Exit
       Facility -- Complete Exit-Facility Proposal; and

   (2) lenders willing to make a proposal only for the Revolving
       Loan -- Revolver-Only Proposal.

Mr. Troop notes that both groups of lenders will require that the
Debtors pay actually incurred and reasonable due diligence
expenses and fees.  Specifically, the Debtors believe that the
Diligence Fees:

   (a) for each Complete Exit-Facility Proposal lender should not
       exceed $50,000; and

   (b) for each Revolver-Only Proposal lender should not exceed
       $10,000.

Mr. Troop relates that payment of Diligence Fees will encourage
multiple exit-financing proposals and competition among potential
lenders, which will aid the Debtors in obtaining the most
favorable financing terms and benefit them and their
reorganization efforts.

In addition, Mr. Troop says the Debtors believe that the $300,000
expenditure is justified by the potential benefits that can be
realized by obtaining multiple proposals.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 40 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAMSONITE CORP: S&P Rates $530 Mil. Sr. Secured Facility at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Samsonite Corp.'s $530 million senior secured credit
facility.  

The facility consists of an $80 million six-year revolving credit
and a $450 million seven-year term loan B.  The loan is rated 'BB-
' with a recovery rating of '3', indicating the expectation for
meaningful recovery of principal in the event of a payment
default.

These ratings are based on preliminary terms and are subject to
review upon final documentation.

Ratings on the company's existing $35 million multicurrency
revolving credit and $25 million euro-currency revolving credit
will be withdrawn when the refinancing transaction closes.

Proceeds from these facilities will be used to fund a $175 million
special dividend to the company's shareholders, and to repay the
remainder of the company's EUR100 million floating-rate notes due
2010 and $165 million on its outstanding senior subordinated notes
due 2011.

Standard & Poor's expects these transactions to close by the end
of December 2006.  

As a result of the refinancing and the incremental debt added to
the company's balance sheet, Standard & Poor's expects pro forma
lease- and pension-adjusted debt leverage to increase to slightly
more than 4.0x, from about 3.2x as of July 31, 2006.

The corporate credit rating on Samsonite is 'BB-' and the rating
outlook is negative.

The rating reflects the company's aggressively leveraged financial
profile, narrow business focus, and exposure to the travel and
tourism industry.  These factors are somewhat offset by the
company's strong market position as a leading global manufacturer
and distributor of luggage, casual bags, business cases, and other
travel-related products.

Ratings List:

   * Samsonite Corp.

      -- Corporate Credit Rating at BB-/Negative/

Ratings Assigned:

   * Samsonite Corp.

      -- $530 Million Senior Secured Credit Facility at BB-,
         Recovery Rating at.


SATELLITE SECURITY: Restates First and Second Quarter Financials
----------------------------------------------------------------
Satellite Security Corporation filed its amended financial
statements for quarterly periods ended March 31, 2006, and
June 30, 2006, with the Securities and Exchange Commission due to
accounting errors.

             Restated First and Second Quarter Results

For the three months ended March 31, 2006, the company incurred a
$897,413 net loss on $205,888 million of net revenues.

At March 31, 2006, the Company's restated balance sheet showed
total assets of $502,478, total liabilities of $3,067,746 and
total stockholders' equity of $2,565,268.

For the three months ended June 30, 2006, the company incurred a
$1.7 million net loss on $449,409 million of net revenues.

At June 30, 2006, the Company's restated balance sheet showed
total assets of $1,083,659, total liabilities of $5,019,245 and
total stockholders' equity of $3,935,586.

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

                http://researcharchives.com/t/s?16e6

Full-text copies of the company's amended financial statements for
the quarter ended June 31, 2006, are available for free at:

                http://researcharchives.com/t/s?16e4

                        Going Concern Doubt

Tauber & Balser, P.C, in Atlanta, Ga., raised substantial doubt
about Celtron International, Inc., nka Satellite Security Systems,
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2005.  
The auditor pointed to the company's recurring operating losses,
negative cash flows from operations, negative working capital, and
shareholders' deficiency.

                   About Satellite Security Corp.

Satellite Security Corporation -- http://www.satsecurity.com/--  
through its subsidiary, Satellite Security Systems provides GPS-
based solutions to ensure the security of personnel, vehicles and
equipment, while automating and streamlining business processes in
order to reduce costs. The cornerstone of the S3's offering,
GlobalGuard, is a state-of-the-art GPS tracking system that
provides unsurpassed reliability, power, and flexibility.


SOLECTRON CORP: S&P Lifts Corp. Credit Rating to BB- from B+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured ratings on Milpitas, California-based Solectron
Corp. to 'BB-' from 'B+', and its subordinated debt rating to 'B'
from 'B-'.

The outlook is revised to stable.

"The rating action is based on the company's solid financial
profile, which has proven resilient despite significant operating
challenges, and modest expectations for improved revenue and
profitability performance in the near to mid term," said
Standard & Poor's credit analyst Lucy Patricola.

Ratings reflect operating profitability at the low end of the
range of its peers in the highly competitive electronics
manufacturing services industry and expectations of modest,
incremental improvements, offset by a financial profile that is
stronger than the corporate rating with good liquidity and light
leverage.  The company had about $834 million of lease-adjusted
debt outstanding at Aug. 31, 2006.

Sales continue a four-quarter trend of gradual sequential
improvement from the trough level of August 2005, up 7%
sequentially and up 21% over the year earlier period.  Market
recovery is broad-based, with all end markets expanding in the
August quarter.  

Revenue from nontraditional EMS markets, including consumer,
industrial and automotive was up 32% compared to the year earlier
quarter.  Networking was up 21% but remains volatile because of
revenue concentration.  Revenues are likely to continue to
gradually expand, although the company may experience some
quarter-to-quarter volatility because of uneven order patterns for
its key customer, Cisco, and the increasing share of seasonal
consumer business.


STRUCTURED ASSET: Poor Performance Cue S&P's Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
B certificates from Structured Asset Investment Loan Trust
2003-BC12 on CreditWatch with negative implications.

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

The CreditWatch placement is based on pool performance that has
allowed monthly net losses to outpace excess interest cash flow by
approximately 2.4x over the previous six months, thereby reducing
overcollateralization.  

As of the November 2006 remittance report, the O/C amount was
0.33% of the original pool balance, which is below its target of
0.50%.  To date, cumulative realized losses represent 0.91% of the
original pool balance.  Lastly, serious delinquencies, as a
percentage of the current pool balance, are 13.08%.

Standard & Poor's will continue to closely monitor the performance
of this transaction.  If the negative performance trend continues
and realized losses exceed excess interest, further negative
rating actions can be expected.  

Conversely, if pool performance improves and credit support is not
further compromised, Standard & Poor's will affirm the rating and
remove it from CreditWatch.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.

The collateral consists of subprime, fixed- or adjustable-rate,
first- or second-lien mortgage loans secured by one- to four-
family residential properties.

                 Rating Placed On Creditwatch Negative
   
            Structured Asset Investment Loan Trust 2003-BC12
                  Mortgage Pass-Through Certificates
   
                   Class     To                 From
                   -----     --                 ----
                   B         BB+/Watch Neg      BB+

                           Ratings Affirmed
    
          Structured Asset Investment Loan Trust 2003-BC 12
                  Mortgage Pass-Through Certificates

                   Class                    Rating
                   -----                    ------
                   1-A, 2-A, 3-A            AAA
                   M1                       AA
                   M2                       A
                   M3                       A-
                   M4                       BBB+
                   M5                       BBB
                   M6                       BBB-


SWIFT & CO: Plant Operations Suspended Due to Immigration Inquiry
-----------------------------------------------------------------
Agents from the U.S. Department of Homeland Security's Immigration
and Customs Enforcement division and other law enforcement
agencies commenced employee interviews on Dec. 12, 2006, at six
Swift & Company production facilities, located in Cactus, Texas;
Grand Island, Nebraska; Greeley, Colorado; Hyrum, Utah;
Marshalltown, Iowa; and Worthington, Minnesota, in connection with
an investigation of the immigration status of an unspecified
number of Swift workers.  All the facilities except Hyrum are
unionized.  No civil or criminal charges have been filed against
Swift or any current employees.

Operations at the affected Swift facilities have been temporarily
suspended pending the anticipated end-of-day completion of the
interview process.  Shortly thereafter, Swift expects to resume
operations, but production levels will depend on the number of
employees, if any, detained for further interviewing or otherwise
unable to return to work.

Swift cannot assess how, if at all, the results of the employee
interview process will affect its business or results of
operations.  Any loss of a significant number of employees at any
facility could adversely affect the operations of that facility
until Swift is able to replace any lost members of its workforce
and return to normal production levels.  The six facilities
represent all of Swift's domestic beef processing capacity and 77%
of its pork processing capacity.  The Company also operates a pork
processing facility in Louisville, Kentucky.

Swift believes that the actions by the government violate the
agreements associated with the Company's participation over the
past ten years in the federal government's Basic Pilot worker
authorization program and raise serious questions as to the
government's possible violation of individual workers' civil
rights.

"Swift has never condoned the employment of unauthorized workers,
nor have we ever knowingly hired such individuals," Swift &
Company President and CEO Sam Rovit said.  "Since the inception of
the Basic Pilot program in 1997, every single one of Swift's new
domestic hires, including those being interviewed by ICE
officials, has duly completed I-9 forms and has received work
authorization through the government's Basic Pilot program.  Swift
has played by the rules and relied in good faith on a program
explicitly held out by the President of the United States as an
effective tool to help employers comply with applicable
immigration laws.

"We are committed to maintaining production at all Swift
facilities while, to the extent necessary, actively managing
customer service levels.  While the specific financial impact of
today's government actions is not yet known, we are currently
comfortable with the financial flexibility afforded to us by our
existing credit agreement."

Swift & Company's comprehensive work authorization diligence has
included, since 1997, participation in the federal Basic Pilot
program -- a voluntary, online verification system that allows
employers to confirm the eligibility of new hires by checking the
personal information they provide against federal databases.  
Swift remains one of the very few employers to use the system.  
All Company domestic production facilities have agreements in
place with the federal government under Basic Pilot -- agreements
which contain provisions that are supposed to protect employers
who properly comply with the Basic Pilot program from government-
initiated civil and criminal penalties.

Current law limits an employer's ability to scrutinize the
background and identity of new hires, and -- as Swift learned
first-hand -- employers can, in fact, be punished for probing too
deeply into applicants' backgrounds.  Specifically, in 2001 the
Department of Justice's Special Counsel for Unfair Immigration-
Related Employment Practices brought a complaint against Swift for
an alleged "pattern and practice" of document-based discrimination
against job applicants, and sought civil damages of $2.5 million.  
After two years of cooperation and negotiation, Swift settled the
claim, with no admission of guilt, for approximately $200,000.

Swift & Company fully supports comprehensive immigration reform to
address the significant policy tension that exists between the
need for employers to accurately determine workers' eligibility
versus the need to address privacy and non-discrimination
concerns.  The Company remains committed to preventing the
employment of unauthorized workers in its workforce.

                       About Swift & Company

With more than $9 billion in annual sales, Swift & Company --
http://www.swiftbrands.com/-- is the world's second-largest
processor of fresh beef and pork.  Founded in 1855 and
headquartered in Greeley, Colo., Swift processes, prepares,
packages, markets, and delivers fresh, further-processed and
value-added beef and pork products to customers in the United
States and international markets.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service confirmed Swift & Company's B2 Corporate
Family Rating in connection of its implementation of its new
Probability-of-Default and Loss-Given-Default rating
methodology.


TECHNICAL OLYMPIC: Deutsche Bank Seeks Debt Obligations Repayment
-----------------------------------------------------------------
Deutsche Bank, in its capacity as administrative agent for the
holders of the senior and mezzanine debt of the Transeastern Joint
Venture, has filed suit against Technical Olympic USA, Inc. and
TOUSA Homes, L.P. in the Supreme Court of New York.  Deutsche Bank
seeks repayment from TOUSA for the Joint Venture's debt
obligations.

Deutsche Bank's lawsuit comes days after TOUSA's court filing on
Nov. 29, 2006 in the Circuit Court of Broward County, Florida
seeking declaratory judgment that TOUSA has no current obligation
to pay any amounts to the debt holders pursuant to the completion
and carve-out guaranties issued to the mezzanine lenders.

In its November 29 filing, TOUSA maintained its position that the
Joint Venture has not committed any misconduct and believes that
Deutsche Bank's allegations and assertions that the completion and
carve-out guaranties issued to the mezzanine lenders have been
triggered are without merit.  TOUSA also stated in the filing that
Deutsche Bank has attempted to unilaterally broaden the scope of
the guaranties by demanding that TOUSA pay not just for damages
(if any) caused by the alleged misconduct, but all amounts
outstanding under the Mezzanine loans.

In its lawsuit, TOUSA claimed that "For Deutsche Bank entities to
design a financing structure, extensively participate in preparing
the financial information that was the basis for the financing,
and claim approximately one year later that TOUSA, as limited
guarantors, are somehow liable to pay the entire amount of certain
of the loans, underscores the lack of merit in Deutsche Bank's
position.  In part because of Deutsche Bank's conduct and the
positions it has taken in recent months, the operating venture has
been starved of operating capital and other resources needed to
meet its business objectives and continue to generate the revenue
necessary to service a portion of its debt, including the
Mezzanine Loans."

As reported in the Troubled Company Reporter on Nov. 9, 2006,
in response to demand for payment under certain limited guaranties
provided by Technical Olympic USA, Inc. in connection with the
financing of the Transeastern Joint Venture, the Company informed
Deutsche Bank Trust Company America, the administrative agent for
the lenders, that it does not believe that its obligations
pursuant to the Guarantees have been triggered.  TOUSA has
formally disputed the assertion and is in discussions with the
Administrative Agent and the lenders concerning this situation.

In a letter dated Nov. 6, 2006 to Deutsche Bank, TOUSA asserted
that the "problems" being experienced by the Transeastern Joint
Venture have not been caused by the actions of TOUSA.  The letter
stated that the Transeastern Joint Venture's problems are a direct
result of the highly leveraged capital structure of the
transaction together with adverse market conditions, which will
prevent the Joint Venture from achieving the anticipated 3,500 to
4,000 annual deliveries.  The letter further stated that Deutsche
Bank's assertion that TOUSA has an obligation to "undertake
funding initiatives to stabilize the borrower" is not a
requirement of either guaranty.

Deutsche Bank was TOUSA's sole financial advisor in connection
with the Joint Venture's acquisition of the assets of Transeastern
Homes.  Deutsche Bank and TOUSA have had an ongoing relationship
since TOUSA's inception in 2002.  Deutsche Bank is the joint lead
arranger and syndication agent in TOUSA's revolving credit
facility and in April 2006 was the sole book-running manager of
TOUSA's $250 million Senior Notes offering.

Notwithstanding the lawsuits, TOUSA remains committed to working
with the lenders to achieve a global resolution.

                           About TOUSA

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.
(NYSE:TOA) -- http://www.tousa.com/-- is a homebuilder in the
United States, operating in various metropolitan markets in 10
states located in four major geographic regions: Florida, the Mid-
Atlantic, Texas, and the West.  TOUSA designs, builds, and markets
high-quality detached single-family residences, town homes, and
condominiums to a diverse group of homebuyers, such as "first-
time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title, Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Moody's Investors Service downgraded all of the ratings of
Technical Olympic USA, Inc., including its corporate family rating
to B1 from Ba3, senior unsecured notes to B2 from Ba3 and its
senior subordinated notes to B3 from B2.

At the same time, Moody's lowered the Loss-Given Default
assessment and rate on the senior unsecured notes to LGD4, 58%
from LGD4, 53%, and on the subordinated notes to LGD5, 88% from
LGD5, 87%.  The ratings remain on review for downgrade, an action
that was commenced on Sept. 27, 2006.


TECHNICAL OLYMPIC: Posts $80 Million Net Loss in 2006 3rd Quarter
-----------------------------------------------------------------
Technical Olympic USA Inc. released financial results for the
three and nine months ended Sept. 30, 2006.

The company reported a net loss of $80 million for the third
quarter of 2006 compared to net income of $70.3 million for the
quarter ended Sept. 30, 2005.  

The company's results for the third quarter of 2006 include $203.9
million of non-cash, pre-tax charges resulting from the write-down
of assets including investments in joint ventures, write-off of
deposits and abandonment costs and inventory and goodwill
impairments.  Of this amount, $143.6 million relates to the
company's investment in the Transeastern joint venture,
$4.8 million relates to the company's investment in a Southwest
Florida joint venture and $5.7 million relates to an impairment of
goodwill.  Also included in the $203.9 million is $29.8 million of
inventory impairments related to active communities recorded in
cost of sales for homes, and $20.0 million in deposit write-offs
and abandonment costs, which are recorded in cost of sales for
land.

Excluding the impact of the non-cash, impairment charges, net
income was $53.6 million, a 24% decrease from last year's record
third quarter.  Land sale gains (excluding $20.0 million of write-
offs of deposits, abandonment and impairment costs) recorded
during the third quarter 2006 were $1.1 million compared to $29.9
million in the prior period.

"These results reflect the continued deterioration of conditions
in most of our markets throughout the third quarter," said Antonio
B. Mon, President and Chief Executive Officer of TOUSA.  "The
record level of inventories of new and existing homes combined
with diminished buyer confidence has created housing conditions
not seen in many years.  Our weaker markets continue to experience
similar patterns of lower traffic, increased cancellations, higher
incentives, and lower margins."

Homebuilding revenues for the third quarter of 2006 were $611.7
million, an 8% decrease from the $662.6 million of homebuilding
revenues in the third quarter of 2005 due to an 86% decrease in
revenues from land sales.  The company's revenue from home sales
increased 6% to $597.9 million in the third quarter of 2006 from
$562.8 million in the third quarter of 2005.  The company's
average selling price on its consolidated homes delivered
increased 4% to $311,000 in the third quarter of 2006 from
$299,000 in the third quarter of 2005.  The number of consolidated
homes delivered increased to 1,921 in the third quarter of 2006
from 1,881 in the third quarter of 2005.

SG&A expenses decreased to $85.3 million for the three months
ended Sept. 30, 2006, from $90.2 million for the three months
ended Sept. 30, 2005.  Compensation was reduced by $12.7 million
due to lower incentive compensation and a reduction in staffing
levels to better align the company's cost structure with
anticipated reduced levels of activities and continued softening
market conditions.  This was partially offset by a $9.2 million
increase in commissions and advertising costs in an effort to
increase traffic and drive sales.

The company's gross profit margin as a percentage of home sales
decreased 1,030 basis points in the third quarter of 2006 to 17.3%
from 27.6% in the third quarter of 2005.  Home sales gross profit
was impacted by higher incentives and $29.8 million (or 500 basis
points) of asset impairments recorded in cost of sales for homes.
Incentives per delivery increased 180% to $22,400 in the third
quarter of 2006 from $8,000 in the third quarter of 2005.

The company's unconsolidated joint ventures reported a loss of
$119.4 million for the three months ended Sept. 30, 2006 primarily
due to impairment losses of $143.6 million related to the
company's investment in the Transeastern joint venture and $4.8
million relating to the company's investment in a Southwest
Florida Joint Venture.  Pro-forma income from joint ventures,
excluding impairments of $148.4 million, was $29.0 million.  The
company's joint ventures, excluding its Transeastern joint
venture, delivered 434 homes and generated revenue of $145.0
million in the third quarter of 2006, compared to deliveries of
402 homes and revenues of $135.2 million in the third quarter of
2005.  

"During this period, we remain committed to improving our
operational capabilities and to strengthening our balance sheet to
position ourselves well for the near-term challenges and for
opportunities that may arise as we return to normal market
conditions," said Mr. Mon.  "At Sept. 30, 2006, we did not have
any borrowings under our revolving credit facility.  Our net debt
to capitalization increased slightly to 50.4% in the third quarter
of 2006 due to the decrease in shareholders' equity as a result of
the $203.9 million in asset impairments and option deposit write-
offs.  We are focused on reducing our net debt to capitalization
ratio through the generation of cash as we continue our efforts to
limit our land purchases and reduce our inventory.  Throughout the
quarter, we continued our efforts to improve our operational
capabilities and continue to re-negotiate land and finished
homesite contracts to adjust to the current market conditions."

Net income for the first nine months of 2006 decreased 70% to
$42.6 million from $142.4 million for the nine months ended Sept.
30, 2005.  The results for the nine months ended Sept. 30, 2006
reflect pre-tax impairment charges of $35.3 million, deposits and
abandonment costs pre-tax write-offs of $22.3 million, a goodwill
impairment charge of $5.7 million, a $143.6 million pre-tax charge
relating to the company's impairment of its share its investment
in the Transeastern joint venture, and a $4.8 million pre-tax
charge relating to the impairment of the company's share of its
investment in a joint venture in Southwest Florida.  Homebuilding
revenues for the nine months ended Sept. 30, 2006 were $1.9
billion, a 4% increase over the $1.8 billion of homebuilding
revenues in the first nine months of 2005 primarily due to an
increase in the average sales price of homes delivered.  The
company's average selling price on homes delivered increased 9% to
$313,000 in the first nine months of 2006 from $288,000 in the
first nine months of 2005.  The company reported 5,829
consolidated home deliveries in the first nine months of 2006,
compared to 5,760 consolidated home deliveries the first nine
months of 2005.

The company's gross profit margin as a percentage of home sales
decreased 170 basis points in the nine months ended Sept. 30, 2006
to 22.5% from 24.2% in the nine months ended Sept. 30, 2005.  The
company's net profit margin as a percentage of home sales
decreased to 2.3% from 8.6% due to a decline in gross profit
margins on home sales, a decrease in gross profit on land sales,
and a loss from unconsolidated joint ventures.

At Sept. 30, 2006, the company's balance sheet showed $2.8 billion
in total assets, $1.8 billion in total liabilities, and $1 billion
in total stockholders' equity.

                        Recent Developments

On Aug. 1, 2005, through a joint venture of which one of the
company's subsidiaries is a member, the company completed the
acquisition of substantially all of the homebuilding assets and
operations of Transeastern Properties, Inc. headquartered in Coral
Springs, Florida.  The other member of the joint venture is an
entity controlled by the former majority owners of Transeastern.
The Transeastern joint venture acquired Transeastern's
homebuilding assets, including work in process, finished lots and
certain land option rights, for approximately $826.2 million.  The
Transeastern joint venture was funded with $675.0 million of third
party debt capacity, a $20.0 million subordinated loan from the
company and $165.0 million of equity, of which $90.0 million was
contributed by the company.  

As of Sept. 30, 2006, the Transeastern joint venture had $625.0
million of third party debt outstanding, which includes $400.0
million relating to a senior credit agreement, $137.5 million
relating to a senior mezzanine credit agreement and $87.5 million
relating to a junior mezzanine credit agreement.  Deutsche Bank
serves as the administrative agent for each of the Credit
Agreements.  The Credit Agreements are secured by the Transeastern
joint venture's assets and ownership interests.  

Since the time that the joint venture was formed in August of
2005, the Florida housing market has been beset by weak demand, an
over supply of new and existing homes available for sale,
increased competition, and an overall lack of buyer urgency.  
These conditions caused elevated cancellation rates and downward
pressure on margins, due to increased sales incentives and higher
advertising and broker commissions.  These conditions have caused
significant liquidity problems for the joint venture.  In
September 2006, management of the Transeastern joint venture
developed and distributed to its members financial projections
that indicated the joint venture would not have the ability to
continue as a going concern under the current debt structure, at
which time it began discussions with its Lenders.  The joint
venture and its lenders are currently engaged in discussions with
respect to the debt and equity structure of the joint venture.

As a result of these factors, the company evaluated the
recoverability of its investment in the joint venture and have
determined the investment to be fully impaired.  At Sept. 30,
2006, investment in the joint venture amounted to $143.6 million,
which includes $35.0 million of member loans receivable and $16.2
million of receivables for management fees, advances and interest
due to the company.  During the three months ended Sept. 30, 2006,
the company wrote-off its $143.6 million investment, which is
included in loss from joint ventures in their consolidated
statement of operations.

                      About Technical Olympic

Technical Olympic USA, Inc. -- http://www.tousa.com/-- designs,  
builds, and markets high-quality detached single-family
residences, town homes, and condominiums.  It operates in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  It also
provides financial services to its homebuyers and to others
through its subsidiaries, Preferred Home Mortgage Company and
Universal Land Title, Inc.  Tousa is a member of the Technical
Olympic Group of Companies.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Moody's Investors Service downgraded all of the ratings of
Technical Olympic USA Inc., including its corporate family rating
to B1 from Ba3, senior unsecured notes to B2 from Ba3 and its
senior subordinated notes to B3 from B2.


TUBE CITY: Proposed Buyout Cues Moody's B1 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating,
Ba3 senior secured rating and a B3 senior subordinated rating to
Tube City IMS Corporation in connection with the proposed
financing for Onex Corporation's purchase of TCIMS from Wellspring
Capital for approximately $653 million.

Acquisition consideration includes $440 million of debt and
$213 million of new and carryover management equity.  The B1
corporate family rating is unchanged from the CFR that TCIMS held
when owned by Wellspring.

The rating outlook is stable.

These ratings were assigned:

   -- Ba3, LGD3, 38% to the $140 million of senior secured term
      loan due 2014;

   -- B3, LGD5, 81% to the $250 million of senior subordinated
      notes due 2015;

   -- B1 corporate family rating;

   -- B1 Probability of Default Rating; and,

   -- SGL-2 speculative grade liquidity rating.

TCIMS's existing ratings will be withdrawn at the conclusion of
the proposed financing.

The ratings reflect TCIMS's dependence on sales to customers in
the cyclical steel industry, predominantly in the US, and its
relatively high customer concentration.  This makes the company
vulnerable to the loss of a large customer or a general downturn
in the steel industry, although its revenues are typically tied to
steel production rather than steel prices.

Moody's believes that TCIMS's strong market position in North
America, while a tribute to the quality and cost effectiveness of
its service, limits the upside for organic growth.

Furthermore, since the winning of new business often requires
upfront capital investment, free cash flow is restrained and there
is the risk that the competitively bid multi-year contracts will
lock it into unfavorably priced contracts.  

The ratings also reflect TCIMS's high leverage, pro forma 5.2x LTM
adjusted EBITDA, and the modest size of its tangible assets.

TCIMS's ratings are supported by the company's role as an
entrenched provider of mill services at over 65 North American and
European steel mills and its favorable track record of retaining
customers and cross-selling services at a broad cross-section of
integrated and minimill steel facilities.  

Over the last two years, since the combination of Tube City and
International Mill Services, the company's business has been quite
stable and it has added a number of new customers and contacts,
including several in Western Europe.  Stability has been enhanced
by TCIMS's long-standing customer relationships, good reputation,
long-term contracts, favorable steel industry conditions, and the
continuing industry trend for greater outsourcing of non-core
activities such as material handling, scrap management, metal
recovery and slag processing.

The senior secured term loan is rated Ba3, which reflects its 38%
loss-given-default.  The term loan is secured by a first lien on
all the company's fixed assets, by a pledge of the stock of Tube
City, and a second lien on the accounts receivable and inventory
securing the unrated $165 million asset-backed revolver.  The book
value of the collateral securing the term loan is approximately
$130 million.

The B3 rating for the senior subordinated notes reflects their 81%
loss-given-default and their contractual subordination to all of
TCIMS's other debt.

Moody's previous rating action on TCIMS was taken on
Nov. 13, 2006, when its ratings were placed under review for
possible downgrade upon the announcement of Onex Corporation's
agreement to purchase the company.

Tube City IMS Corporation, headquartered in Glassport,
Pennsylvania, is a leading provider of on-site steel mill services
such as material handling, scrap management, metal recovery and
slag processing.  Its sales for the 12 months ended Sept. 30,
2006, were $1.35 billion, although revenue net of the cost of
scrap shipments was $365 million.


U.S. ENERGY: Selects Robert Schneider as Independent Member
-----------------------------------------------------------
U.S. Energy Systems Inc. reported that Robert Schneider has been
appointed as an independent member of the Company's Board of
Directors.  Mr. Schneider has no relation to any current or former
U.S Energy executives or board members, has served for 20 years as
a partner in a mid-sized accounting and business consulting firm.

"Bob Schneider is a great addition to our Board," said Asher E.
Fogel, U.S. Energy's Chief Executive Officer.  "He brings deep
experience advising companies on a wide range of accounting,
corporate finance, governance and tax issues.

A Certified Public Accountant, Mr. Schneider received an MBA in
accounting from Fairleigh Dickinson University.

"His thoughtful financial leadership will be invaluable as we work
both to enhance the value of our existing businesses and execute
corporate growth strategies aimed at identifying and acquiring new
undervalued, high potential clean and green energy assets, both in
the U.S. and abroad."

Headquartered in New York City, U.S. Energy Systems Inc.
-- http://www.usenergysystems.com/-- owns and operates energy and  
power projects in the United States and the United Kingdom through
its two subsidiaries, UK Energy Systems, Ltd. and U.S. Energy
Renewables, Inc.

                       Going Concern Doubt

Bagell, Josephs, Levine & Company LLC in Gibbsboro, New Jersey,
expressed substantial doubt about U.S. Energy Systems Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
operating losses and capital deficits.


UAL CORP: In Talks with Continental Airlines for Possible Merger
----------------------------------------------------------------
UAL Corp., the parent of United Airlines, and Continental Airlines
Inc. are talking of merging their companies, creating a $9 billion
carrier, reports say.

An unnamed source disclosed that US Airways' move to bid for rival
Delta Airlines prompted Continental to respond to UAL's bid, which
was broached three months ago.

According to reports, the talks are still in the early stages.

There are plenty of obstacles to the UAL and Continental merger,
including regulatory concerns, Northwest Airlines' share in
Continental, and shareholders' votes.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
3,200 daily departures throughout the Americas, Europe and Asia,
serving 154 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 43,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 61 million passengers
per year.  Continental consistently earns awards and critical
acclaim for both its operation and its corporate culture.

                         About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- through United Air Lines, Inc., is
the holding company for United Airlines -- the world's second
largest air carrier.  The Company filed for chapter 11 protection
on Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  When the
Debtors filed for protection from their creditors, they listed
$24,190,000,000 in assets and $22,787,000,000 in debts.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The Company emerged from bankruptcy protection on Feb. 1,
2006.

                           *     *     *

Moody's Investors Service assigned ratings in July 2006 to United
Air Lines Inc.'s Pass Through Trust Certificates, Series 2000-1:
Ba3 rating to $233,244,336 Class A-1 Certificates; Ba3 rating to
$324,913,300 Class A-2 Certificates; and B3 rating to $186,368,450
Class B Certificates.


UNITED COMPONENTS: Moody's Junks Rating on $235MM Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the new
unguaranteed senior unsecured notes of UCI Holdco, Inc.

Holdco is the ultimate parent of United Components, Inc.  The new
unguaranteed senior unsecured notes, combined with approximately
$36 million of cash on hand, will be used to complete a
$260 million special dividend to the company's equity owners.

Moody's also lowered the Corporate Family and Probability of
Default ratings to B3 from B2, and repositioned these ratings at
the Holdco level.

Moody's also affirmed the rating of the senior secured credit
facilities at Ba3, and the senior subordinated notes at Caa1.  The
lowered Corporate Family Rating reflects the additional financial
risk of the group resulting from the issuance of the senior
unsecured unguaranteed notes to fund the special dividend to
shareholders.  

While the automotive supplier rating methodology assigns somewhat
higher ratings for UCI's customer diversification and
profitability; the company's increasing leverage and deteriorating
interest coverage metrics are detracting factors that result in
the B3 Corporate Family rating.

The outlook is stable.

The stable outlook continues to reflect Moody's belief that UCI
will continue to be one of North America's largest automotive
aftermarket suppliers.  Demand fundamentals in the automotive
aftermarket should continue to benefit from a growing vehicle base
and higher average vehicle age, and should contribute to the
stability of UCI's revenue base.  The company's filtration
products are largely consumables that have relatively short and
predictable replacement cycles and are highly resistant to
economic downturns.

However, the company may continue to face ongoing raw material and
cost pressures which could further weaken its credit metrics
despite the price increases it has recently initiated.

In addition, UCI must continue to reduce manufacturing costs to
compete with the growth of automotive aftermarket parts being
manufactured or sourced from lower cost countries.  UCI's
acquisition of ASC should provide a platform to achieve this.

These ratings were assigned:

   * UCI Holdco, Inc.:

      -- B3 Corporate Family rating;

      -- B3 Probability of Default rating; and,

      -- Caa2, LGD5, 89% to the $235 million unguaranteed senior
         unsecured notes;

These ratings were affirmed:

   * United Components, Inc.

      -- Ba3 rating with the LGD assessment changed to LGD2, 17%
         from LGD2, 25% for the senior secured bank credit
         facilities consisting of:

            1) $75 million guaranteed senior secured bank
               revolving credit facility maturing 2009

            2) $330 million guaranteed senior secured bank term
               loan D due 2012;

      and,

      -- Caa1 rating with LGD assessment changed to LGD4, 67%
         from LGD5, 80% for the $230 million of guaranteed senior
         subordinated unsecured notes maturing 2013.

The following ratings are withdrawn:

   * United Components, Inc.

      -- B2, Corporate Family rating; and,
      -- B2, Probability of Default rating

Moody's last rating action for UCI was on Sept. 22, 2006 when the
issue ratings were raised under the LGD Methodology.

For the twelve month period ending Sept. 30, 2006, Debt/EBITDA  
was 5.4x, and EBIT/Interest approximated 1.6x.  Free cash flow was
approximately $20 million.  Availability under the company's
revolving credit was approximately $66 million at Sept. 30, 2006.
Pro forma for the proposed senior unsecured Holdco notes, UCI will
have total debt/EBITDA leverage of about 6.9x, and EBIT/interest
of approximately 1.1x.  The company is expected to continue to
have adequate liquidity under its $75 million senior secured
revolving credit facility which will be largely unused.

Future events that could potentially drive UCI's outlook or
ratings lower include:

   -- declining liquidity;

   -- lowered operating margins resulting from increased
      competition or customer pricing pressure; or,

   -- erosion of free cash flow generation that precludes
      anticipated debt reduction.

Consideration for a lower outlook or ratings would result if any
combination of the above factors would lead to EBIT/Interest
declining below 1x or Debt/EBITDA being maintained above 7x.

Consideration for an improved outlook or ratings could result if
EBIT/Interest were maintained at levels above 1.5x or Debt/EBITDA
declined below 5.5x.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel products cooling systems, and engine management
systems.  While approximately 90% of revenues are currently
automotive related, UCI also services customers within the
trucking, marine, mining, construction, agricultural, and
industrial vehicle markets.  Annual revenues are approximately
$1 billion.


WACHOVIA BANK: S&P Holds Low-B Ratings on 6 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of Wachovia Bank Commercial Mortgage Trust's commercial
mortgage pass-through certificates from series 2003-C9.

Concurrently, the ratings on the remaining 15 classes were
affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
     
As of the Nov. 17, 2006, remittance report, the trust collateral
consisted of 108 mortgage loans and three real estate owned assets
with an aggregate principal balance of $1.099 billion, compared
with 118 loans totaling $1.149 billion at issuance.

The master servicer, Wachovia Bank N.A., reported primarily
year-end 2005 financial information for 97% of the pool.

Based on this information and excluding $41.5 million in loans for
which the collateral is defeased, Standard & Poor's calculated a
weighted average debt service coverage of 1.78x, up from 1.63x at
issuance.  With the exception of the three REO assets of $24.2
million with the special servicer, LNR Partners Inc., the
remaining loans in the pool are current.  An appraisal
reduction amount of $5.4 million related to two of the REO assets
is in effect, as discussed below.  To date, the trust has not
experienced any realized losses.   

The top 10 exposures secured by real estate have an aggregate
outstanding in-trust balance of $502.2 million and a weighted
average DSC of 2.15x, up significantly from 1.87x at issuance.
Despite the overall improvement in the DSC, one of the top 10
exposures has a DSC that is significantly below the issuance level
and is on the master servicer's watchlist.

One other top 10 exposure is also on the master servicer's
watchlist, and both of these loans are discussed below.  

Standard & Poor's reviewed the property inspection reports
obtained from Wachovia, and all properties were said to be in
"good" or "excellent" condition.

Five of the top 10 exposures exhibited credit characteristics
consistent with those of investment-grade obligations at issuance
and have continued to do so.

TSA Office Building, the largest exposure in the pool, has a trust
balance of $95 million and is secured by a 491,100-sq.-ft. class A
suburban office building in Arlington, Va.  The reported DSC was
3x as of September 2006, and occupancy was 100% as of February
2006.

Standard & Poor's adjusted net cash flow is comparable to its
level at issuance.
West Oaks Mall, the second-largest exposure, has a trust balance
of $72.8 million.  The collateral securing this exposure consists
of 429,300 sq. ft. of a 1.1 million-sq.-ft. regional retail mall
in Ocoee, Florida.  Reported DSC was 1.79x as of December 2005,
down 9% from the level at issuance.  

Standard & Poor's underwritten NCF also has declined since
issuance; however, it is expected to improve if occupancy
increases from its current level of 90%.

Park City Center, the third-largest exposure, has a trust balance
of $62.8 million and a whole-loan balance of $155.3 million.  The
whole loan consists of a $125.7 million A note that is split into
two pari passu pieces and a $29.6 million B note held outside the
trust.  A 1.4 million-sq.-ft. regional retail mall in Lancaster,
Pennsylvania., secures this loan.  Reported DSC was 2.04x as of
December 2005, and occupancy was 96% as of June 2006.

Standard & Poor's adjusted NCF is comparable to the level at
issuance.

Chula Vista Center, the fourth-largest exposure, has a trust
balance of $61.5 million and is secured by 418,100 sq. ft. of an
892,200-sq.-ft. anchored retail center in Chula Vista, California.  
Reported DSC was 2.3x and occupancy was 87% as of June 2006.

Standard & Poor's adjusted NCF is comparable to the level at
issuance.

Meadows Mall, the fifth-largest exposure, has a trust balance of
$53.5 million and a whole-loan balance of $107.1 million.  The
whole loan consists of an A note that is split into two pari passu
pieces.  The loan is secured by 312,200 sq. ft. of a 949,100-sq.-
ft. enclosed regional retail mall in Las Vegas, Nevada.  Reported
DSC was 3.67x as of December 2005, and occupancy was 93% as of
June 2006.

Standard & Poor's underwritten NCF has increased 6% since issuance
due to higher income and slightly lower operating expenses.  The
master servicer placed this loan on the watchlist after the
borrower failed to provide proof on a timely basis of its real
estate tax payment.  According to Wachovia, the borrower has since
provided proof of its real estate tax payment, and the loan will
be removed from the watchlist.

The largest asset with the special servicer, Coastal Carolina
Campus Point ($10.6 million, 1%), consists of a 144-unit
multifamily student housing apartment complex in Myrtle Beach,
S.C.  The total exposure was $11.6 million as of November 2006.
The loan was transferred to the special servicer in January 2005
due to monetary default and became REO in November 2005.  The
property is 67% occupied, with DSC reported at less than 1.0x as
of October 2006.  The property is listed for sale, and an ARA of
$1.9 million is in effect.

Longwood Village Apartments, a 96-unit multifamily student housing
apartment complex in Farmville, Va., secured a loan that was
transferred to the special servicer in May 2005 after the borrower
filed for bankruptcy and surrendered the property to the lender.  
The property became REO in March 2006 and has a balance of $7.6
million.  The total exposure was $8.5 million as of November 2006.  
An ARA of $3.5 million is in effect.  The property was sold for $6
million earlier this month.
     
The remaining asset with the special servicer, Campus Pointe
Apartments ($6.1 million, 1%), consists of an 84-unit multifamily
student housing apartment complex in Greenville, N.C.  The total
exposure on the asset is now $6.3 million.  The loan, which became
REO in June 2006, was initially transferred to LNR in August 2005
due to monetary default.  The property is
currently 89% leased for the fall 2006 semester.  The borrower has
not reported a DSC for this property.  The property will be listed
for sale.   

The master servicer reported 25 loans totaling $281.9 million
(26%) on its watchlist.  In addition to Meadows Mall, one other
top 10 exposure is on the watchlist and is discussed below.
Together, these loans represent approximately 49% of the loans on
the watchlist.

Spring Valley Market Place, the eighth-largest exposure, has a
current balance of $30.8 million and is secured by a
206,000-sq.-ft. retail center in Spring Valley, N.Y.  The loan is
on the watchlist because the DSC was 1.02x as of Dec. 31, 2005,
due to decreased income after the largest tenant vacated in 2005.

However, two new tenants leased a majority of the vacated space in
June 2006, bringing occupancy to 98%.
     
The remaining loans on the watchlist have low occupancy, low DSC,
or upcoming lease expirations.
   
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
on the watchlist, or otherwise considered credit impaired.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.

                         Ratings Raised

             Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-through certificates series 2003-C9

                      Rating
                      ------
       Class      To           From   Credit enhancement
       -----      --           ---    ------------------
       B          AAA          AA           14.90%
       C          AA+          AA-          13.33%
       D          AA-          A            10.33%
       E          A+           A-            9.02%

                       Ratings Affirmed

             Wachovia Bank Commercial Mortgage Trust
   Commercial mortgage pass-through certificates series 2003-C9

           Class          Rating   Credit enhancement
           -----          ------   ------------------
           A-1            AAA            18.04%
           A-2            AAA            18.04%
           A-3            AAA            18.04%
           A-4            AAA            18.04%
           F              BBB+            7.58%
           G              BBB             6.14%
           H              BBB-            4.71%
           J              BB+             3.92%
           K              BB              3.40%
           L              BB-             3.01%
           M              B+              2.61%
           N              B               2.09%
           O              B-              1.83%
           X-P            AAA              N/A
           X-C            AAA              N/A
          
                   N/A-Not applicable.


WILLOWBEND NURSERY: Court Okays Goldman & Rosen as Panel's Counsel
------------------------------------------------------------------
The Honorable Arthur I. Harris of the U.S. Bankruptcy Court for
the Northern District of Ohio in Cleveland authorized the Official
Committee of Unsecured Creditors of Willowbend Nursery Inc. and
its debtor-affiliates to retain Goldman & Rosen Ltd. as its
counsel.

As reported in the Troubled Company Reporter on Nov. 8, 2006,
Goldman & Rosen will provide legal services at regular hourly
rates applicable when these services are rendered.  

The current hourly rates charged by Goldman & Rosen's
professionals are:

          Professional                        Hourly Rate
          ------------                        -----------
          Marc P. Gertz, Esq., Partner            $250
          Michael A. Steel, Esq., Partner         $210
          James R. Russell, Esq., Associate       $150
          Peter G. Tsarnas, Esq. Associate        $150
          Paralegal                                $60

Goldman & Rosen has received a $7,500 retainer for their services
before being fully engaged.  Members of the Committee paid for the
retainer.

The Committee assured the Court that Goldman & Rosen is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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.  

Andrew W. Suhar, Esq., was named as Chapter 11 Trustee for the
Debtors' estates pursuant to a request filed by Fifth Third Bank,
the Debtors' senior secured creditor.  Cowden Humphrey Nagorney &
Lovett Co., LPA, represents Mr. Suhar.  Marc P. Gertz, Esq., and
Michael A. Steel, Esq., at Goldman & Rosen Ltd., give legal advice
to the Official Committee of Unsecured Creditors.


WILLOWBEND NURSERY: Fifth Third Bank Agrees to Lend $1.1 Million
----------------------------------------------------------------
Andrew Suhar, the Chapter 11 Trustee appointed in Willowbend
Nursery Inc. and its debtor-affiliates' bankruptcy cases ask the
U.S. Bankruptcy Court for the Northern District of Ohio for
permission to obtain up to $1.1 million in secured financing from
Fifth Third Bank.

Mr. Suhar tells the Court that the Debtors do not have enough
funds to pay ongoing expenses.  He explains that absent the
additional funding from Fifth Third, the Debtors' estates will
suffer irreparable harm.

The postpetition line of credit will be secured by a first
priority, senior, valid and perfected security interest and lien
against all of the Debtors' assets pursuant to Section 364 of the
Bankruptcy Code.  Fifth Third currently holds a first lien on all
of the Debtors' assets on account of prepetition loans in excess
of $20 million.  

The Debtors will use Fifth Third's new line of credit in
accordance with a four-month budget.  A copy of this budget is
available for free at http://researcharchives.com/t/s?16f1

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.  

Andrew W. Suhar, Esq., was named as Chapter 11 Trustee for the
Debtors' estates pursuant to a request filed by Fifth Third Bank,
the Debtors' senior secured creditor.  Cowden Humphrey Nagorney &
Lovett Co., LPA, represents Mr. Suhar.  Marc P. Gertz, Esq., and
Michael A. Steel, Esq., at Goldman & Rosen Ltd., give legal advice
to the Official Committee of Unsecured Creditors.


WORLD HEART: Transfers Listing to Nasdaq Capital Market
-------------------------------------------------------
World Heart Corporation has transferred the listing of its common
shares to The Nasdaq Capital Market.

On Nov. 20, 2006, WorldHeart received a notice from the Listing
Qualifications Department of The Nasdaq Stock Market indicating
that, based on the company's Form 10-QSB for the quarter ended
Sept. 30, 2006, the company's stockholders' equity did not comply
with the minimum $10,000,000 stockholders' equity requirement for
continued listing on the Nasdaq Global Market as set forth in
Marketplace Rule 4450(a)(3).  In addition, the Nasdaq staff had
previously notified the company that it would have until
Dec. 18, 2006 to regain compliance with the minimum $1.00 bid
price rule as set forth Marketplace Rule 4450(a)(5).

Transfer to the Nasdaq Capital Market, if approved, would provide
the company with approximately 180 days from today's date to
comply with the minimum bid price rule.  The approval application
is subject to the company's ability to meet all of the Nasdaq's
listing requirements, which the company believes it satisfies,
with the exception of the minimum bid price.  When the application
is approved, WorldHeart will be notified by Nasdaq and begin
trading on the Nasdaq market under its current trading symbol
WHRT.

On Nov. 14, 2006, WorldHeart announced a private placement
financing of its common shares with aggregate proceeds of
approximately $14.1 million.  WorldHeart has received about $2.8
million in a first closing of the financing.  The completion of
the funding of the private placement is subject to shareholder
approval, which is expected to occur at WorldHeart's Annual and
Special Meeting to be held on Dec. 20, 2006.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
PricewaterhouseCoopers LLP, World Heart Corporation's auditor,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ending Dec. 31, 2005.  PwC pointed to the
Company's recurring losses.

                       About World Heart

Headquartered in Oakland, California, World Heart Corporation
(NASDAQ: WHRT, TSX: WHT) -- http://www.worldheart.com/--   
develops, produces and sells ventricular assist devices.  VADs are
mechanical assist devices that supplement the circulatory function
of the heart by re-routing blood flow through a mechanical pump
allowing for the restoration of normal blood circulation.


* Retired Judge George Bundy Smith Joins Chadbourne & Parke LLP
---------------------------------------------------------------
George Bundy Smith, a renowned judge who served for 14 years on
New York's highest court, joined Chadbourne & Parke LLP as a
partner in the firm's litigation practice.

"George Bundy Smith has had a storied career, and we are honored
to have such a distinguished jurist join Chadbourne," said
Managing Partner Charles K. O'Neill.  "He brings to the Firm a
rich and varied career, and we are fortunate to welcome an
individual so well-known for his commitment, courage, and
tremendous work ethic."

"Judge Smith's life history is the stuff of legend," added Thomas
E. Riley, head of Chadbourne's litigation department.  "We're
thrilled to have him join the Firm."

Judge Smith served as a judge for over 30 years.  His judicial
service began in May 1975 when he was named to the Civil Court of
New York City.  He was a Justice of the Supreme Court of the State
of New York from 1980 to 1986, and an Associate Justice of the
Supreme Court, Appellate Division, First Department, from 1987 to
1992.  He was appointed to the Court of Appeals, New York's
highest court, in 1992 by Governor Mario Cuomo, and served as an
Associate Judge until his retirement in September 2006.

First as a student and then a young lawyer, Judge Smith labored to
advance the cause of civil rights.  In 1961, he joined other
students in the Freedom Rides to Montgomery, Alabama, where the
National Guard was needed to protect them from hostile mobs.  
After graduating from Yale Law School, Judge Smith served as an
attorney for the NAACP Legal Defense and Education Fund.  He later
became a judicial law secretary in the New York state courts, and
from 1974 to 1975 was the administrator of New York City's Model
Cities Program.

Judge Smith will be based in Chadbourne's New York office.  "I
plan to develop a practice serving as a mediator and arbitrator,
and will also focus on appellate and other litigation matters,"
Judge Smith said.  "I eagerly look forward to joining Chadbourne
and beginning this new chapter, but will also continue to pursue
my other long-time interests such as teaching and writing."

Judge Smith has served as an Adjunct Professor of Law at the
Fordham University Law School since 1981.  He has also been
involved in a variety of community and professional activities,
including as Chairman of the Board of Trustees of Grace
Congregational Church and a member of the Board of Directors of
the Harlem-Dowling Westside Center for Children and Family
Services.  He is the co-chair of one of the transition committees
working on behalf of New York Attorney General-Elect Andrew Cuomo.

Judge Smith holds a B.A. from Yale University, an LL.B. from Yale
Law School, an M.A. and Ph.D. from New York University, and an
LL.M. in the Judicial Process from the University of Virginia
School of Law.  His publications include a textbook for high
school students about the Bill of Rights, as well as scholarly
articles on subjects ranging from the Voting Rights Act to the
admission of DNA evidence to New York appellate practice.

                  About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is an international law firm that  
provides a full range of legal services, including mergers and
acquisitions, securities, project finance, private funds,
corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters.  Major
geographical areas of concentration include Central and Eastern
Europe, Russia and the CIS, and Latin America.  The Firm has
offices in New York, Washington, D.C., Los Angeles, Houston,
Moscow, St. Petersburg, Kyiv, Almaty, Warsaw (through a Polish
partnership), Tashkent, Beijing, and a multinational partnership,
Chadbourne & Parke, in London.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Advantage Properties, Inc.
   Bankr. D. Kans. Case No. 06-12363
      Chapter 11 Petition filed December 5, 2006
         See http://bankrupt.com/misc/ksb06-12363.pdf

In re Jonathan R. Denton
   Bankr. N.D. Ga. Case No. 06-75912
      Chapter 11 Petition filed December 5, 2006
         See http://bankrupt.com/misc/ganb06-75912.pdf

In re M&M Rental of Fairview, LLC
   Bankr. M.D. Tenn. Case No. 06-07194
      Chapter 11 Petition filed December 5, 2006
         See http://bankrupt.com/misc/tnmb06-07194.pdf

In re Stephen Lax
   Bankr. N.D. Tex. Case No. 06-35425
      Chapter 11 Petition filed December 5, 2006
         See http://bankrupt.com/misc/txnb06-35425.pdf

In re 1101 Connecticut Avenue Deli, LLC
   Bankr. D.C. Case No. 06-00467
      Chapter 11 Petition filed December 6, 2006
         See http://bankrupt.com/misc/dcb06-00467.pdf

In re Brian Richard Vasquez
   Bankr. N.D. Tex. Case No. 06-44424
      Chapter 11 Petition filed December 6, 2006
         See http://bankrupt.com/misc/txnb06-44424.pdf

In re La Cucina of America, Inc.
   Bankr. S.D. Ga. Case No. 06-20941
      Chapter 11 Petition filed December 6, 2006
         See http://bankrupt.com/misc/gasb06-20941.pdf

In re Loretta Mahmud
   Bankr. N.D. Ill. Case No. 06-16082
      Chapter 11 Petition filed December 6, 2006
         See http://bankrupt.com/misc/ilnb06-16082.pdf

In re Philip Rodakis
   Bankr. D. Ariz. Case No. 06-04123
      Chapter 11 Petition filed December 6, 2006
         See http://bankrupt.com/misc/azb06-04123.pdf

In re Westcoast Diagnostic Imaging Centers, Inc.
   Bankr. M.D. Fla. Case No. 06-06938
      Chapter 11 Petition filed December 6, 2006
         See http://bankrupt.com/misc/flmb06-06938.pdf

In re Clifford Quality Landscapes, Inc.
   Bankr. W.D. Wash. Case No. 06-14360
      Chapter 11 Petition filed December 7, 2006
         See http://bankrupt.com/misc/wawb06-14360.pdf

In re Gigi George
   Bankr. N.D. Tex. Case No. 06-35469
      Chapter 11 Petition filed December 7, 2006
         See http://bankrupt.com/misc/txnb06-35469.pdf

In re Global Culture Park, Inc.
   Bankr. C.D. Calif. Case No. 06-16466
      Chapter 11 Petition filed December 7, 2006
         See http://bankrupt.com/misc/cacb06-16466.pdf

In re Quantitative Vascular Diagnostic Services, Inc.
   Bankr. W.D. Tex. Case No. 06-60983
      Chapter 11 Petition filed December 7, 2006
         See http://bankrupt.com/misc/txwb06-60983.pdf

In re RNet, Inc.
   Bankr. S.D. Ind. Case No. 06-07977
      Chapter 11 Petition filed December 7, 2006
         See http://bankrupt.com/misc/insb06-07977.pdf

In re Red Luv, Inc.
   Bankr. D. N.J. Case No. 06-22281
      Chapter 11 Petition filed December 7, 2006
         See http://bankrupt.com/misc/njb06-22281.pdf

In re The Knapp House, LLC
   Bankr. W.D. Wis. Case No. 06-13252
      Chapter 11 Petition filed December 7, 2006
         See http://bankrupt.com/misc/wiwb06-13252.pdf

In re Homes of Fairfield County LLC
   Bankr. D. Conn. Case No. 06-50541
      Chapter 11 Petition filed December 8, 2006
         See http://bankrupt.com/misc/ctb06-50541.pdf

In re ILS Investment Group, Inc.
   Bankr. M.D. Fla. Case No. 06-06981
      Chapter 11 Petition filed December 8, 2006
         See http://bankrupt.com/misc/flmb06-06981.pdf

In re Kevin Turner
   Bankr. W.D. Tenn. Case No. 06-13226
      Chapter 11 Petition filed December 8, 2006
         See http://bankrupt.com/misc/tnwb06-13226.pdf

In re Titan Restaurants, Inc.
   Bankr. D.C. Case No. 06-00472
      Chapter 11 Petition filed December 8, 2006
         See http://bankrupt.com/misc/dcb06-00472.pdf

In re Cambridge Downs, LLC
   Bankr. M.D. Tenn. Case No. 06-07360
      Chapter 11 Petition filed December 9, 2006
         See http://bankrupt.com/misc/tnmb06-07360.pdf

In re Alan G. Ledo Salon, Inc.
   Bankr. M.D. Fla. Case No. 06-07044
      Chapter 11 Petition filed December 11, 2006
         See http://bankrupt.com/misc/flmb06-07044.pdf

In re E & B's Futures, LLC
   Bankr. N.D. Fla. Case No. 06-30854
      Chapter 11 Petition filed December 11, 2006
         See http://bankrupt.com/misc/flnb06-30854.pdf

In re Lawrence Diaz, D.O., P.C.
   Bankr. W.D. Tenn. Case No. 06-30321
      Chapter 11 Petition filed December 11, 2006
         See http://bankrupt.com/misc/tnwb06-30321.pdf

In re Mark Thomas Aydelott
   Bankr. M.D. Tenn. Case No. 06-07372
      Chapter 11 Petition filed December 11, 2006
         See http://bankrupt.com/misc/tnmb06-07372.pdf

In re Rawk, LLC
   Bankr. M.D. Fla. Case No. 06-07037
      Chapter 11 Petition filed December 11, 2006
         See http://bankrupt.com/misc/flmb06-07037.pdf

In re Spirit Restaurant and Coney Island Inc.
   Bankr. E.D. Mich. Case No. 06-32933
      Chapter 11 Petition filed December 11, 2006
         See http://bankrupt.com/misc/mieb06-32933.pdf

In re Agape Connections
   Bankr. E.D. Mich. Case No. 06-58462
      Chapter 11 Petition filed December 12, 2006
         See http://bankrupt.com/misc/mieb06-58462.pdf

In re Body FX Fitness Center, Inc.
   Bankr. S.D. Fla. Case No. 06-16510
      Chapter 11 Petition filed December 12, 2006
         See http://bankrupt.com/misc/flsb06-16510.pdf

In re Citizen Restaurant Group, Inc.
   Bankr. N.D. Tex. Case No. 06-35516
      Chapter 11 Petition filed December 12, 2006
         See http://bankrupt.com/misc/txnb06-35516.pdf

In re Chicago Equipment & Leasing, Inc.
   Bankr. D. Ariz. Case No. 06-00341
      Chapter 11 Petition filed December 12, 2006
         See http://bankrupt.com/misc/azb06-00341.pdf

                             *********

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

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

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

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

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

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***