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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 25, 2006, Vol. 10, No. 254

                             Headlines

ACE SECURITIES: Projected Losses Cue Moody's to Pare Ratings
ADVANCE AUTO: Moody's Assigns Loss-Given-Default Ratings
AGY HOLDING: Moody's Assigns Loss-Given-Default Rating
ALBERTO-CULVER: Moody's Junks Rating on $280 Million Senior Notes
AMARANTH ADVISORS: Cuts 370 Jobs as Shutdown Progresses

ARI NETWORK: Board Okays Fiscal 2007 Current and Long-Term Bonuses
ARMSTRONG WORLD: Amends Objection to Sea-Pac's $4.9 Million Claim
ARMSTRONG WORLD: Nitram and Desseaux Gets Exclusivity Extension
BEARINGPOINT INC: Seeks Noteholders' Waivers of SEC Reports
BEST MANUFACTURING: Court Fixes December 26 as Claims Bar Date

BFC AJAX: S&P Rates $40 Million Class E Notes at BB
BLACK MUSLIM: Case Summary & Largest Unsecured Creditor
BOMBARDIER INC: Fitch Rates Senior Unsecured Debt at BB
CALPINE CORP: Court OKs $16MM GE Turbine Sale to Invenergy Thermal
CALPINE CORP: Judge OKs Bidding Procedures of Aries Project Sale

CHART INDUSTRIES: Moody's Assigns Loss-Given-Default Rating
CHEETAH OIL: Appoints Ian McKinnon as Chief Executive Officer
CINRAM INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
CONTINENTAL AIRLINES: Earns $237 Mil. for Quarter Ended Sept. 30
COPANO ENERGY: Increases Quarterly Cash Distribution

CORUS GROUP: Proposed Acquisition Cues Moody's to Review Ratings
COUDERT BROTHERS: Wants R.L. Spear to Auction Los Angeles Assets
COUDERT BROTHERS: Hires Bradley Arant as Special Counsel
CROWN CASTLE: Paying Quarterly Preferred Stock Dividend on Nov. 15
DANA CORP: 13 Parties Balk at Bifurcation of Reclamation Issues

DANA CORP: Court Approves Trailer Axles Sale Bidding Procedures
DOE RUN: July 31 Stockholders' Deficit Lowers to $101.5 Million
E*TRADE FINANCIAL: S&P Lifts Rating to BB- with Stable Outlook
ELGIN NATIONAL: Moody's Assigns Loss-Given-Default Rating
ENERGY PARTNERS: Comments on Tender Offer Results by ATS Inc.

ENERSYS CAPITAL: Moody's Assigns Loss-Given-Default Rating
ENTERGY NEW ORLEANS: Files Chapter 11 Plan of Reorganization
EUNERGY ARKANSAS: Voluntary Chapter 11 Case Summary
FASTENTECH INC: Moody's Assigns Loss-Given-Default Rating
FERRO CORP: Ends Negotiations on Specialty Plastics Business Sale

FIRSTMERIT CORPORATION: Fitch Holds B Rating with Negative Outlook
FLOWSERVE CORPORATION: Moody's Assigns Loss-Given-Default Rating
FOAMEX INTERNATIONAL: Files Amended Reorganization Plan
FOAMEX INTERNATIONAL: Wants Until February 13 to Decide on Leases
FOAMEX INT'L: Foamex LP Wants to Assume Amended Chemtura Agreement

FORD MOTOR: Ditches Fidelity Magellan from 401(k) Plan
FORD MOTOR: Lenders Could Get Plants as Loan Security
FORD MOTOR: Incurs $5.8 Billion Net Loss in 2006 Third Quarter
FORD MOTOR: DBRS Comments on 3rd Quarter Results & May Cut Ratings
FORD MOTOR: Restating Results for Accounting Under SFAS 133

FORD MOTOR: FMCC Earns $262 Million in 2006 Third Quarter
GE CAPITAL: Moody's Cuts Caa1 Rating on $4.2 Mil. Certs. to Caa3
GE COMMERCIAL: Moody's Holds B3 Rating on $5.9 Mil. Class O Certs.
GENERAL MOTORS: Prepares for Possible Proxy Battle with Kerkorian
GENERAL MOTORS: GMAC Gets EC Clearance for Cerberus Purchase

GENESCO INC: Earns $5.9 Million in Quarter Ended July 29
GERDAU AMERISTEEL: Inks $104 Million JV Pact with Pacific Coast
GREENWICH CAPITAL: Moody's Holds Low-B Ratings on 6 Cert. Classes
HARRAH'S ENTERTAINMENT: Snubs Below-Market Offer from TRC Capital
HARRAH'S ENTERTAINMENT: Paying Quarterly Cash Dividend on Nov. 22

HASBRO INC: Earns $99.6 Million in 2006 Third Quarter
HERTZ CORP: S&P Retains Negative Watch on BB- Corp. Credit Rating
HOLLY ENERGY: Moody's Assigns Loss-Given-Default Ratings
HOUGHTON MIFFLIN: S&P Puts B Corp. Credit Rating on Negative Watch
HYDROCHEM INDUSTRIAL: Moody's Holds B3 Rating on $150MM Sr. Notes

INERGY LP: Moody's Assigns Loss-Given-Default Ratings
INTERTAPE POLYMER: Provides Update on Ongoing Cost Reductions
JOJEMA HOLDING: Voluntary Chapter 11 Case Summary
KEVIN HAMMERSMITH: Case Summary & Six Largest Unsecured Creditors
KL INDUSTRIES: Unsecured Creditors to Receive Up to 20% Under Plan

KMART CORP: Wants FLOORgraphics' Claim Estimated at $3 Million
KMART CORP: Court Okays Summary Judgment Against Ashland's Claim
LE GOURMET: Files Schedules of Assets and Liabilities
LESLIE STIPEK: Case Summary & 14 Largest Unsecured Creditors
LIGAND PHARMA: Grants 2 Executives Additional Retention Incentives

MAPCO INC: Moody's Assigns Loss-Given-Default Ratings
MIDWEST LUMBER: Case Summary & 20 Largest Unsecured Creditors
MMIP DEALER: Case Summary & 13 Largest Unsecured Creditors
MOVING IMAGES: Case Summary & 20 Largest Unsecured Creditors
NATIONAL DEVELOPERS: Voluntary Chapter 11 Case Summary

NBC/AUSTIN: Judge Isgur Converts Cases to Chapter 7 Proceedings
NBC/AUSTIN: Chapter 7 Trustee Wants Waldron & Schneider as Counsel
NEW ALBERTSON'S: Moody's Puts B1 Rating on New $500 Mil. Sr. Notes
NOBEX CORP: Judge Sontchi Confirms Second Amended Liquidating Plan
ODYSSEY ENTERTAINMENT: Case Summary & Five Largest Creditors

PAVLOS AMANATIDIS: Case Summary & 20 Largest Unsecured Creditors
PETRO STOPPING: Moody's Lifts B3 Corporate Family Rating to B2
PNC MORTGAGE: Moody's Holds Low B Ratings on Six Cert. Classes
PORTOLA PACKAGING: Gets $10 Mil. Credit Increase from GE Capital
PRUDENTIAL SECURITIES: Moody's Holds Junked Class L Cert. Rating

REAL MEX: Increased Debt Leverage Prompts S&P to Cut Ratings to B-
RENT-WAY INC: Moody's Assigns Loss-Given-Default Rating
RITE AID: Moody's Assigns Loss-Given-Default Ratings
SALLY HOLDINGS: Moody's Assigns B2 Corporate Family Rating
SALTON INC: Posts $50.8 Mil. Loss for Fiscal 2006 Fourth Quarter

SASKATCHEWAN WHEAT: Union Dumps Pension Plan Settlement Proposal
SGD HOLDINGS: Texas Bankruptcy Court Confirms Chapter 11 Plan
SILICON GRAPHICS: Court Approves Deloitte Supplemental Application
SKYEPHARMA PLC: Lehman Holds 5.33% of Issued Share Capital
SPA SCIENCES: Case Summary & 21 Largest Unsecured Creditors

SUPERVALU INC: Moody's Puts B1 Rating on $500 Million Senior Notes
SUPERVALU INC: S&P Rates Proposed $500 Million Senior Notes at B
SUPERVALU INC: Fitch Rates New $500 Million Sr. Unsec. Notes at B+
SURGILIGHT INC: Posts $329.4 Million Net Loss in 2006 2nd Quarter
SUSSER HOLDINGS: Moody's Assigns Loss-Given-Default Rating

TEC FOODS: Court Gives Initial OK on Amended Disclosure Statement
UNIVERSAL COMMS: Gets $1.5 Mil. from Private Placement 2nd Closing
USG CORP: Wants Until January 26 to Object Administrative Claims
VALEANT PHARM: Financial Restatement Cues Moody's Ratings Review
VICKI HUFF: Case Summary & Eleven Largest Unsecured Creditors

VIKING SYSTEMS: Posts $4.27 Mil. Net Loss in 2006 Second Quarter
VITASTI INC: Posts CDN$667,525 Net Loss in Quarter Ended June 30
VOUGHT AIRCRAFT: Liquidity Concerns Cue S&P to Downgrade Ratings
VULCAN ENERGY: Moody's Assigns Loss-Given-Default Ratings
WILLIAM BRANT: Case Summary & 14 Largest Unsecured Creditors

WINDSWEPT ENVIRONMENTAL: Files Three Amended Financial Statements
XEROX CORP: Earns $536 Million in Quarter Ended September 30
XILLIX TECHNOLOGIES: Files for Protection Under CCAA

* Upcoming Meetings, Conferences and Seminars

                             *********

ACE SECURITIES: Projected Losses Cue Moody's to Pare Ratings
------------------------------------------------------------
Moody's Investors Service downgraded certain certificates from one
Ace Securities Home Equity Loan Trust deal, issued in 2004.  The
transaction consists of subprime first-lien adjustable and fixed-
rate loans.  The originators on the transaction are HomeStar
Mortgage Services, LLC and SouthStar Funding, LLC.

The two most subordinate certificates from the 2004-HS1
transaction have been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  The pool of mortgages has seen an increase
in losses in recent months with severities rising.  Future losses
could cause a more significant erosion of the
overcollateralization.   The overcollateralization in the
transaction is below its target as of the Sept 25, 2006 reporting
date.

These are the rating actions:

   * ACE Securities Corp. Home Equity Loan Trust

     Series 2004-HS1; Class M-5, downgraded to Ba2 from Baa2;
     Series 2004-HS1; Class M-6, downgraded to B1 from Baa3.


ADVANCE AUTO: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its Ba2 Corporate Family Rating for Advance Auto
Parts, Inc.  Additionally, Moody's revised its probability-of-
default ratings and assigned loss-given-default ratings on these
loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Revolving
   Credit Facility        Ba1     Baa2     LGD2        11%

   Sr. Sec. Term Loan A   Ba1     Baa2     LGD2        11%

   Sr. Sec. Term Loan B   Ba1     Baa2     LGD2        11%

   Sr. Sec. Delayed Draw
   Term Loan              Ba1     Baa2     LGD2        11%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alpha-numeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will default
on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Roanoke, Va., Advance Auto Parts (NYSE: AAP)
-- http://www.advanceautoparts.com/-- is a retailer of automotive
aftermarket parts, accessories, batteries, and maintenance items.
The Company serves both the do-it-yourself and professional
installer markets.


AGY HOLDING: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B2 Corporate Family Rating for AGY Holding
Corporation, as well as its Caa1 rating on the company's $45
million Senior Secured 2nd Lien Bank Facilities Due 2013.  The
facilities were assigned an LGD5 rating suggesting creditors will
experience an 88% loss in the event of default.

Additionally, Moody's revised its probability-of-default ratings
and assigned loss-given-default ratings on these loans and bond
debt obligations of the company:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $30m sr sec
   1st lien bank
   fac due 2011 (Rev.)    B2       B1      LGD3       38%

   $135m sr sec
   1st lien bank
   fac due 2012           B2       B1      LGD3       38%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Aiken, South Carolina, AGY Holding Corporation -
http://www.agy.com- is engaged in the manufacture of materials
used in a broad range of markets, including automotive,
construction, defense, electronics, aerospace, marine, and
recreation.


ALBERTO-CULVER: Moody's Junks Rating on $280 Million Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings, including a
corporate family rating of B2 and a speculative grade liquidity
rating of SGL-2, to Sally Holdings, LLC.

The rating outlook is stable.  The ratings are conditional upon
review of final documentation.

These are the rating actions:

     -- Corporate family rating at B2

     -- Probability-of-default rating at B2

     -- $400 million senior secured guaranteed bank revolving
        credit facility at Ba2 (LGD 1, 7% LGD rate)

     -- $1.07 billion senior secured guaranteed term loans at B2
        (LGD 4, 50% LGD rate)

     -- $430 million senior unsecured guaranteed notes at B2 (LGD
        4, 55% LGD rate)

     -- $280 million unsecured senior subordinated guaranteed
        notes at Caa1 (LGD 6, 93% LGD rate)

     -- Speculative Grade Liquidity Rating of SGL-2

Sally Holdings, LLC will own the beauty retail operations and the
beauty distribution businesses currently owned by Alberto-Culver
Company.  Alberto-Culver is separating its consumer products
business from its Sally/BSG operations, into two publicly-traded
companies.  Alberto-Culver shareholders will receive from New
Sally Holdings, Inc. one share of each New Alberto-Culver and New
Sally stock and a special cash dividend of $25 share.

New Sally will fund the special dividend with debt and with $575
million of equity invested by Clayton, Dubilier & Rice Fund VII,
L.P.  At the conclusion of the transaction, New Sally will be
owned approximately 52.5% by Alberto-Culver shareholders and 47.5%
by CD&R, on a fully-diluted basis.  New Sally, through
intermediate holding companies including Sally Holdings, will own
Sally and BSG.

The B2 corporate family rating of Sally Holdings reflects post-
transaction credit metrics that will be weak, especially very high
leverage and low cash flow coverage.  Scale, in terms of revenues,
is commensurate with Ba rated companies.  The ratings are further
constrained by sales concentrations in hair care products, vendor
concentrations, and wide-ranging competition. Offsetting these
high yield attributes are the company's investment grade
characteristics -- including extensive geographic diversification,
leading positions in defined subsectors of retail, low seasonality
and cyclicality, and generally robust comparable store sales
increases.  The ratings clearly benefit from the leading position
of both Sally and BSG in their respective market segments and the
quality and depth of their merchandise assortments.

The speculative grade liquidity rating of SGL-2 reflects Sally
Holding's comfortable liquidity profile and incorporates Moody's
expectation that over the next four quarters Sally Holdings will
fund its ordinary working capital, capital expenditures and
mandatory debt amortization with cash generated from operations;
however, the cushion of excess free cash flow will not be large in
comparison to Sally Holdings' scale.

The SGL rating also incorporates Moody's belief that the company
will have access to its new $400 million asset-based revolving
credit facility and that the facility's single covenant will not
be tested.  Given that all assets will be pledged to lenders,
there is no alternative liquidity other than the sale of a
business, which would impair enterprise value.

The stable outlook reflects Moody's expectation that the company
will continue to grow comparable store revenues, improve operating
margins and generate positive free cash flow which will be applied
heavily to debt reduction.  Given the magnitude of Sally Holdings'
post-transaction leverage, an upgrade is unlikely in the
intermediate term.  Over the longer term, an upgrade would require
continuing solid operating performance coupled with debt reduction
such that debt to EBITDA falls below 6 times and free cash flow to
debt is above 5% on a sustainable basis.

Conversely, negative rating pressure would develop if operating
performance were to be weaker than expected or if overall
comparable store sales were to become negative.  Quantitatively,
ratings would be lowered if normalized annual reported EBITDA is
not a minimum of $260 million, or if free cash flow to debt
becomes negative.

New Sally, through intermediate holding company Sally Investment
Holdings, LLC, will own Sally Holdings.  Sally Holdings will own
the operating subsidiaries and Sally Capital Inc.  Sally Holdings
will be a borrower under a $400 million senior secured Asset
Backed revolving credit facility and $1.07 billion in senior
secured Term Loans, and a co-issuer, with Sally Capital, of
$430 million senior unsecured notes and $280 million unsecured
senior subordinated notes.

The $400 million senior secured revolving credit facility will
benefit from borrowing base governance and expected full
collateral coverage in a hypothetical default scenario.  The
revolving credit facility is secured by a first-priority lien on
accounts receivable, inventory and other assets, and a second
priority lien on all other tangible and intangible assets of the
company.  The $1.07 billion senior secured term loans (to be
comprised of term loan A and term loan B) will be secured by a
first priority lien on all tangible and intangible assets other
than ABL Collateral, including property, plant, and equipment and
capital stock of subsidiaries, as well as a second priority lien
on the ABL Collateral.  Moody's believes that there will be
relatively little collateral coverage on the term loans during a
hypothetical default scenario.  Sally Holdings will be a borrower
under the ABL and the Term Loans; if there are additional
borrowers, all will be jointly and severally liable.  Both the
revolving credit facility and the term loans will have guarantees
from the direct parent of each borrower, and from each direct and
indirect domestic subsidiary of Sally Holdings (other than any
subsidiary that is a borrower or a foreign subsidiary holding
company).

The $430 million senior unsecured notes and the $280 million
unsecured senior subordinated notes reflect their unsecured
status. Sally Holdings and co-Issuer Sally Capital will be jointly
and severally liable.  These issues will be guaranteed by Sally
Holdings' direct and indirect operating subsidiaries and by Sally
Holdings' immediate parent.

New Sally Holdings, Inc., headquartered in Denton, Texas, is a
retailer and distributor of beauty supplies with operations under
its Sally Beauty Supply and Beauty Systems Group businesses.  For
the fiscal year ended Sept. 30, 2005, New Sally's revenues
exceeded $2.2 billion.


AMARANTH ADVISORS: Cuts 370 Jobs as Shutdown Progresses
-------------------------------------------------------
Amaranth Advisors terminated about 350 of its employees as the
company proceeds with the shut down of its business operations in
March 2007, The Chicago Tribune reports.

In a letter written and sent to a Connecticut Department of Labor
unit that monitors business closures, Nicholas Maounis, founder of
Amaranth, stated that the Company's failure to sell part or all of
its business to an outside investor made layoffs unavoidable.

Moreover, The Chicago Tribune recounts that the Connecticut
Officials are looking for potential employers who can hire
Amaranth employees and keep them in the state.  Steve Bruce,
Amaranth spokesman, has disclosed that at least 1,000 jobs may fit
for the Company's employees in the rival hedge funds and financial
firms.

Mr. Maounis has sent a letter to investors stating that the fund
was suspending all redemptions for Sept. 30 and Oct. 31, to enable
the Amaranth funds to generate liquidity for investors in an
orderly fashion.  The letter also disclosed that Amaranth has lost
$6.4 billion and assets were down 65% to 70% for the month and 55%
to 60% for the year.

Amaranth Advisors, based in Greenwich, Connecticut with offices in
Toronto, Canada, London, England and Singapore, is an investment
management firm.  Amaranth specializes in a broad spectrum of
alternative investments and trading strategies, through a multi-
strategy investment fund and fund dedicated to long-short
equities.

                           *     *     *

Amaranth faces multiple regulatory probes and possible lawsuits
after disclosing in September that it had lost 35%, or
approximately $6 billion, of the value of its natural gas bets due
to a dramatic move in gas prices.  Amaranth transferred its energy
portfolio to Citadel Investment Group and J.P. Morgan Chase & Co.
following the loss announcement.


ARI NETWORK: Board Okays Fiscal 2007 Current and Long-Term Bonuses
------------------------------------------------------------------
The Board of Directors of ARI Network Services Inc. approved the
fiscal year 2007 current year and long-term bonus arrangements for
the Company's executive officers.

The fiscal 2007 current year bonus amounts will be based on four,
equally weighted performance goals, which are revenue, operating
income, cash and individual performance objectives.  The
quantitative performance objectives are tied to the Company's
budget and are measured and paid on a quarterly basis, split 20%
for each of the first three quarters and 40% for the fourth
quarter.

The long-term bonus arrangements consist of a series of three one-
year performance periods commencing with fiscal 2008.  The amount
of the payout is adjusted on a sliding scale based upon the extent
to which the Company's revenue plan is achieved for each of the
three years, ranging from a floor of 75% of the target award if
the its revenue objectives are not met to a cap of 200% of the
target award if revenue equals or exceeds 150% of plan.  The award
is paid in three annual installments following fiscal years 2008,
2009 and 2010, provided the executive is then employed by the
Company.  One-half of the floor amount is paid in the Company's
stock, valued at the time of payment, and the remainder is paid in
cash.

The Company's Board of Directors also set fiscal 2007 Board
compensation the same as it was in fiscal 2006.

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006, ARI
Network Services Inc.'s balance sheet at July 31, 2006 showed
total assets of $9.4 million and total liabilities of
$9.7 million, resulting in a total shareholders' deficit of
$300,000.


ARMSTRONG WORLD: Amends Objection to Sea-Pac's $4.9 Million Claim
-----------------------------------------------------------------
Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that since Armstrong World Industries Inc.
filed the objection against Sea-Pac Sales Company's Claim
No. 4854, it had become aware of additional information relating
to the Sea-Pac Claim requiring the Company to amend the objection
to assert additional defenses and to raise additional objections
to the Claim.

Mr. Madron adds that the Company had become aware of claims it has
against Sea-Pac, which have arisen during the pendency of its
Chapter 11 case.

Sea-Pac has been a wholesale distributor for the Company's
commercial and residential floor covering products in the Pacific
Northwest for many years.  Pursuant to the arrangement, Sea-Pac
agreed to warehouse, sell and distribute the Company's products to
retailers and customers in the Pacific Northwest.

Mr. Madron relates that during the summer of 2006, the Company and
Sea-Pac were involved in discussions concerning the future
distribution relationship between them.  In July 2006, Frank
Ready, president and chief executive officer of the North American
Floor Products division, sent a letter to Jared Williams,
president of Sea-Pac, stating that the Company would continue the
relationship with Sea-Pac until July 31, 2007.  The Company also
stated that an earlier transition will be discussed should Sea-Pac
wish to exit at any time before the date.

Mr. Williams accepted the Company's offer in a letter addressed to
Mr. Ready, dated Sept. 15, 2006.

Mr. Madron informs the Court that both letters constitute a
"letter agreement" between the Company and Sea-Pac.  According to
him, the Company relied on Sea-Pac's promise to act as its
distributor in the Pacific Northwest until July 31, 2007, unless
an earlier transition date was agreed by the parties.

The negotiations of the transition to a different distribution
relationship was common knowledge among the Company and Sea-Pac
employees, Mr. Madron states.  One or more Sea-Pac employees had
contacted the Company regarding the status of Sea-Pac as a
distributor of the Company and inquired as to their current and
future employment situation.

Certain sales representatives of the Company told Sea-Pac sales
people that, "if you lose your employment with Sea-Pac and do not
have a written agreement preventing you from working for us, then
we would be extremely interested in speaking with you about
employment possibilities with AWI."

Paul Murfin, vice president of Sales for AWI Floor Products,
received an e-mail from Mr. Williams on Sept. 30, 2006, accusing
the Company of trying to hire away Sea-Pac's sales
representatives, Mr. Madron relates.

On Oct. 2, 2006, Terry Goodall, Director of Sales for Sea-Pac,
sent a letter to all of the Company's retailers and customers in
the Pacific Northwest notifying them that the Company and Sea-Pac
have come to a "strategic impasse" and have "agreed to separate
and we are anxious for this to occur."

Mr. Madron says that the Goodall Letter also told the Company's
customers of the "diversification of our product lines" and
encouraged them to purchase competing non-AWI flooring products
from Sea-Pac.

          Armstrong World's Breach of Contract Claim

Mr. Madron asserts that the "letter agreement" constitutes a valid
and enforceable agreement between the Company and Sea-Pac
requiring Sea-Pac to act as the Company's distributor in the
Pacific Northwest until July 31, 2007, unless an earlier
transition date was agreed to by the parties.

Mr. Madron contends that Sea-Pac provided no notice of its actions
and intentions to unilaterally repudiate its obligations and
withdraw as the Company's distributor.

The breach of contract has caused and will continue to cause the
Company damages of $75,000 in increased cost and expenses in
finding substitute distribution services, cancelled orders,
increased sales cost, lost sales, and loss of reputation and
goodwill, Mr. Madron avers.

The Company is entitled to damages to compensate for damages
caused by Sea-Pac's breach of contract, Mr. Madron insists.
Should Sea-Pac be entitled to an allowed administrative expense
for any portion of its Claim, the Company's liability for that
claim should be offset by the amount of damages owed to the
Company as a result of the breach.

As of the Effective Date, the Company's records reflect that
$2,011,188 was owed by Sea-Pac on account of goods delivered
before the Effective Date, which is subject to reduction by
certain credits applied in the ordinary course of the parties'
business dealings.  Although certain invoices are not yet past
due, Sea-Pac's actions led the Company to believe that Sea-Pac
does not intend to pay the amounts owing to them for the goods.

To the extent that Sea-Pac fails to pay for the goods, the Company
has a counterclaim against Sea-Pac that may offset its liability
on account of any allowed administrative expense that Sea-Pac
might have against the Company, Mr. Madron maintains.

        Armstrong World's Supplemental Claim Objections

Furthermore, the Company argues that:

   a) Sea-Pac Claim is barred to the extent it asserts claims
      previously asserted and withdrawn, with prejudice.

      On August 30, 2001, Sea-Pac filed Claim No. 3528 against the
      Company, asserting liquidated claims approximately $111,500
      As well as precautionary contingent claim in the amount of
      $7,000,000, all with respect to the Sea-Pac agreements.

      Sea-Pac withdrew with prejudice the claim well after it
      became aware of the alleged breaches asserted in the Sea-
      Pac Claim.

   b) Sea-Pac's Residential Agreement Breach claim must be
      disallowed because it is barred by the applicable statute
      of limitations.

   c) Any amendment of the Sea-Pac Claim asserting additional
      administrative expenses for actions occurring before the
      Effective Date should be rejected.

      The Company denies that it attempted to hire Sea-Pac's sales
      force away from Sea-Pac, that it misused Sea-Pac's
      confidential information, or that it took any action that
      was a breach of any contractual duty or violation of any
      state or federal law.

         Armstrong World Wants Arbitration Motion Denied

As previously reported, Sea-Pac seeks to compel arbitration of its
claims against the Company rather than have the Claim Objection
resolved in Bankruptcy Court.

Sea-Pac failed to establish any basis for the Arbitration Motion,
Mr. Madron contends, citing the principles enunciated by the U.S.
Court of Appeals for the Third Circuit in In re Mintze, 434 F.3d
222 (3d Cir. 2006).

Mr. Madron asserts that:

   a) Sea-Pac has no right to arbitration under the terms of the
      expired Sea-Pac Agreements.

      The expired Sea-Pac Agreements expressly permit the parties
      to litigate their disputes if no party timely elects
      arbitration, "[i]f any dispute is not resolved by
      negotiation within 30 days of its arising, then, at the
      written request of either party within an additional
      10 days, the dispute shall be submitted to mediation with
      a mediator chosen jointly."

      Neither Sea-Pac nor the Company elected to proceed with
      Arbitration within the deadlines provided in the expired
      agreement.

      In accordance with the Agreement, "[i]f in the absence of
      a request for mediation . . . then, at the option of
      either party, such dispute shall be submitted to binding
      arbitration . . ."  Until the recent filing of the
      Arbitration Motion, Sea-Pac took no action in furtherance
      of its option to submit the alleged disputes to
      arbitration.

      The Agreement further provides that if arbitration is not
      initiated within 30 days of its becoming an option, either
      party may resort to litigation.  Sea-Pac made no request
      for arbitration until the Debtor filed for Claim Objection,
      six months after the expiration of the latest possible
      deadline for requesting arbitration.

   b) Arbitration is not an appropriate forum for resolution of
      the Sea-Pac Claim.

      * The Court has discretion to deny enforcement of
        arbitration provisions.

        The Court's fundamental issue is whether the dispute
        could arise outside of the bankruptcy or whether the
        "statutory rights" at issue derive exclusively from the
        Bankruptcy Code provisions.  Sea-Pac is asserting
        entitlement to an administrative expense, which is a
        creature of the Bankruptcy Code and afforded priority
        treatment ahead of other creditors.

        Accordingly, even if there was an enforceable arbitration
        provision at issue, the Court has discretion to refuse to
        refer the matter to arbitration because arbitration of
        the Claim Objection conflicts with the objectives of the
        Bankruptcy Code.

      * The Court should exercise its discretion to deny the
        arbitration because the facts mitigate against
        arbitration:

           -- The determination of the Sea-Pac Claim's priority
              is within the exclusive jurisdiction of the
              Bankruptcy Court, given the strong policy of the
              Bankruptcy Code to have a centralized forum for
              resolving the entire body of claims against a
              debtor's estate.

           -- Sea-Pac should be absolutely barred from asserting
              administrative expense claims after failing to
              comply with the Administrative Expense Bar Date
              established in the Company's case.

           -- The analysis involved in valuing the administrative
              expense claims requires the expertise of the
              Bankruptcy Court and application of breach of
              contract principles by an arbitration panel may
              conflict with the standard imposed by the
              Bankruptcy Code.

           -- The expired Sea-Pac Agreement does not contain any
              provision entitling Sea-Pac to attorneys' fees and,
              as a matter of bankruptcy law, an unsecured
              creditor may not recover postpetition attorney's
              fees or other collection costs from an insolvent
              debtor.

                           Sea-Pac Responds

On Sea-Pac's behalf, Michael G. Busenkell, Esq., at Eckert Seamans
Cherin & Mellott, LLC, in Wilmington, Delaware, asserts that:

   a) Sea-Pac has an enforceable right to arbitration under the
      Agreements.

      * The arbitrators should decide whether Sea-Pac has waived
        arbitration.

        In Howsam v. Dean Writer Reynolds, Inc., 537 U.S. 79
        (2002), and Moses H. Cone Memorial Hospital v. Mercury
        Constr. Corp., 460 U.S. 1, 24-25 (1983), the Supreme
        Court has held that whether conditions precedent to an
        obligation to arbitrate have been met, including the
        timing of arbitration requests, are for arbitrators to
        decide than the Court.

      * Sea-Pac timely initiated arbitration.

        Sea-Pac has 70 days from the time the dispute arose to
        seek arbitration of its claims, according to the
        Agreements.  The dispute arose on July 23, 2006, the date
        Sea-Pac received the Company's claims objections.
        Accordingly, until the Debtors filed the Claims Objection
        on July 20, 2006, Sea-Pac had an allowed claim and no
        dispute existed regarding the Claim.  The Arbitration
        Motion filed on Sept. 30, 2006 is within the 70-day time
        period.

      * The failure to initiate arbitration within the time set
        forth in the Agreements does not amount to a waiver of
        arbitration rights.

        The provisions of the Agreements relied upon by the
        Debtors do not state that arbitration is no longer
        available after expiration of the 30-day period.  Rather,
        the Commercial Agreement and Residential Agreement
        indicate that either party may pursue litigation rather
        than arbitration once the 30-day period expires.

   b) Arbitration is appropriate for Sea-Pac's Claims.

      Arbitration of the Debtors' liability under the Agreements
      involves neither bankruptcy issues nor statutorily created
      rights under the Bankruptcy Code.  Sea-Pac's claims are
      purely state law breach of contract claims.  Moreover,
      arbitration of the Debtors' liability under the Agreements
      does not offend any objectives of the Bankruptcy Code.

      Contrary to the Debtors' assertion, Sea-Pac does not seek
      arbitration of issues, which it acknowledges are within the
      Court's jurisdiction:

         -- the priority of Sea-Pac's claims;

         -- the timelines of Sea-Pac's claims; and

         -- Sea-Pac's right to recover attorney's fees from the
            Debtors' estates.

      Similarly, there are no purely bankruptcy issues that
      require centralized resolution.  No special bankruptcy
      expertise is required to resolve Sea-Pac's underlying
      contract claims; arbitration will not adversely impact
      other creditors; and arbitration does not threaten the
      assets of the estate.

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.

The Company and its affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469). Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  The Company and its
affiliates tapped the Feinberg Group for analysis, evaluation, and
treatment of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written confirmation
order on Aug. 18, 2006.  The Company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.  (Armstrong Bankruptcy News, Issue No.
103; Bankruptcy Creditors' Service,Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


ARMSTRONG WORLD: Nitram and Desseaux Gets Exclusivity Extension
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Armstrong World Industries Inc.'s debtor-affiliates, Nitram
Liquidators Inc. and Desseaux Corporation of North America, the
exclusive right to file a plan of reorganization until March 6,
2007, and to solicit acceptances of that plan until May 8, 2007.

As reported in the Troubled Company Reporter on Aug. 31, 2006, the
Bankruptcy Court extended the deadline for the Company and its
debtor-affiliates to file notices to remove prepetition lawsuits
and administrative proceedings.

The Company's Fourth Amended Plan of Reorganization was confirmed
by the District Court on Aug. 18, 2006, and it emerged from
bankruptcy on October 2.

Accordingly, the Company's Removal Period expired Sept. 17, 2006.
The Remaining Debtors' Removal Period remains pending.

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
-- http://www.armstrong.com/-- the major operating subsidiary of
Armstrong Holdings, Inc., designs, manufactures and sells interior
floor coverings and ceiling systems, around the world.

The Company and its affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469). Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  The Company and its
affiliates tapped the Feinberg Group for analysis, evaluation, and
treatment of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written confirmation
order on Aug. 18, 2006.  The Company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.  (Armstrong Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service,Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Armstrong World Industries Inc. to 'BB' from 'D',
following the Company's emergence from bankruptcy on Oct. 2, 2006.
The outlook is stable.


BEARINGPOINT INC: Seeks Noteholders' Waivers of SEC Reports
-----------------------------------------------------------
BearingPoint Inc. is soliciting consents from the holders of
certain bonds to amend existing agreements governing the bonds.

The Company seeks to specifically amend the agreements and obtain
waivers relating to the its Securities and Exchange Commission
reporting requirements.  The amendments and waivers affect the
Company's 2.50% Series A Convertible Subordinated Debentures due
2024, 2.75% Series B Convertible Subordinated Debentures due 2024
and 5% Convertible Senior Subordinated Debentures due 2025.

As previously disclosed, certain holders of the Series B
Debentures have alleged that the Company is in default under the
applicable indenture due to its failure to timely provide certain
periodic SEC reports to the trustee and the State Supreme Court
for New York County entered an order finding the Company in
default under the indenture.  The Company believes that there are
serious errors in the court's ruling and intends to pursue its
rights and remedies in that regard and has filed an appeal.

To resolve the uncertainties created by the court's ruling, the
Company is seeking consents to proposed amendments of certain
provisions of the indenture governing each series of the
Debentures and a waiver of defaults, until Oct. 31, 2007,
including any default or event of default that may arise due to
the Company's failure to file with the SEC and further to furnish
to the trustee and holders of Debentures, certain reports required
under the Securities Exchange Act of 1934, as amended.  The
Company also seeks a rescission of any acceleration related to its
failure to file the SEC reports.

The effectiveness of the proposed amendments and waiver and the
payment of the consent fee are subject to the receipt of valid
consents from at least a majority of the aggregate principal
amount outstanding of each series of the Debentures.  The Company
disclosed that it has the right to waive or amend the terms and
conditions of the offer and further that the amendment and waiver
will also include the waiver of all rights to accelerate the
Debentures that may arise under the indenture as a result of the
failure of another series of Debentures to consent to the proposed
amendments and waiver.  The Company also disclosed that if it does
not receive the requisite consents from all series of Debentures,
it will continue to explore all available options.

Holders of each series of record as of 5:00 pm, New York City
time, on Oct. 17, 2006, who validly deliver their consents, will
receive an initial consent fee, for each $1,000 in principal
amount of Debentures equal to the product of $10 multiplied by a
fraction, the numerator of which is the aggregate principal amount
of the series of Debentures outstanding on the expiration date,
expected to be at 5:00 p.m. New York City time on Oct. 26, 2006,
and the denominator of which is the aggregate principal amount of
the series of Debentures to which the Company received and
accepted consents.  The Company says that if it has not filed the
Required Reports with the SEC by 5:30 pm, New York City time on
Oct. 31, 2007, it has the option to pay to these holders an
additional $2.50 for each $1,000 in principal amount of such
series of Debentures to which it has received and accepted
consents, which will extend the deadline for filing Required
Reports for one additional year.

The Liability Management Group of Citigroup Corporate and
Investment Banking serves as the consent solicitation agent.
Questions regarding the consent solicitation may be directed to
The Liability Management Group at (800) 558-3745 (toll-free) or
(212) 723-6106.  The information agent for the consent
solicitation is Global Bondholder Services Corporation.  Requests
for copies of the Consent Solicitation Statement and related
documents may be directed to Global Bondholder Services
Corporation at (866) 857-2200 (toll- free) or (212) 430-3774.

Headquartered in McLean, Virginia, BearingPoint, Inc.,
-- http://www.BearingPoint.com/-- is an I/T systems integrator,
consultancy, and managed services provider for commercial and
governmental entities worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Moody's Investors Service downgraded the ratings of BearingPoint,
Inc., and has placed the company's ratings on review for further
possible downgrade.

Ratings downgraded and placed on review for further possible
downgrade are:

   * Corporate Family Rating --downgraded to B2 from B1

   * $250 million series A subordinated convertible bonds due
     2024 --downgraded to B3 from B2

   * $200 million series B subordinated convertible bonds due
     2024 --downgraded to B3 from B2

As reported in the Troubled Company Reporter on Oct. 2, 2006
Standard & Poor's Ratings Services' ratings on BearingPoint Inc.,
remained on CreditWatch with developing implications, where they
were placed on March 18, 2005.

Ratings on CreditWatch are:

     * Corporate credit rating: B-/Watch Dev./--
     * Senior secured: B-/Watch Dev.
     * Senior unsecured: B-/Watch Dev.
     * Subordinated debt: CCC+/Watch Dev.

As reported in the Troubled Company Reporter on Sept. 29, 2006,
BearingPoint, Inc., received an order entered by the New York
State Supreme Court for New York County on Sept. 20, 2006, finding
the Company in default under the indenture governing the its 2.75%
Series B Convertible Subordinated Debentures due 2024.


BEST MANUFACTURING: Court Fixes December 26 as Claims Bar Date
--------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey set Dec. 26, 2006, at 5:00 p.m., Eastern
Standard Time, as the deadline for all creditors owed money by
Best Manufacturing Group LLC and its debtor-affiliates on the
account of claims arising prior to Aug. 9, 2006.

Creditors must file written proofs of claim on or before the
Dec. 26 Claims Bar Date and those forms must be delivered to:

     Logan & Company, Inc.
     546 Valley Road
     Upper Montclair, NJ 07043

All governmental units must file their proofs of claim by Feb. 7,
2007.

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtors.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, and Morris S. Bauer, Esq.
and Stephen B. Ravin, Esq., at Ravin Greenberg PC, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of more than $100 million.


BFC AJAX: S&P Rates $40 Million Class E Notes at BB
---------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to BFC Ajax CDO Ltd./BFC Ajax CDO Corp.'s $400 million
floating-rate notes due 2046.

The preliminary ratings are based on information as of Oct. 23,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

    -- The expected commensurate level of credit support in the
       form of subordination to be provided by the notes junior to
       the respective classes;

    -- The cash flow structure, which was subjected to various
       stresses requested by Standard & Poor's;

    -- The experience of the collateral manager; and

    -- The legal structure of the transaction, including the
       bankruptcy remoteness of the issuer.

                   Preliminary Ratings Assigned
                BFC Ajax CDO Ltd./BFC Ajax CDO Corp.

      Class                          Rating          Amount
      -----                          ------          ------
        A                            AAA          $280,000,000
        B                            AA            $10,000,000
        X                            A+            $10,000,000
        C                            A             $20,000,000
        D                            BBB           $40,000,000
        E                            BB            $40,000,000
        Preference shares            NR            $45,000,000

                           NR - Not rated.


BLACK MUSLIM: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Your Black Muslim Bakery
        5832 San Pablo Avenue
        Oakland, CA 94608

Bankruptcy Case No.: 06-41991

Type of Business: The Debtor is a retailer and wholesaler of
                  bread, cakes and other pastries.
                  See http://www.ybmb.com/

Chapter 11 Petition Date: October 24, 2006

Court: Northern District of California (Oakland)

Debtor's Counsel: Fayedine Coulter, Esq.
                  1 Kaiser Plaza, Suite 601
                  Oakland, CA 94612
                  Tel: (510) 839-2245
                  Fax: (510) 451-2944

Total Assets: $1,850,000

Total Debts:  $900,000

Debtor's Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Internal Revenue Service                $200,000
Special Proceudres
1301 Clay Street, 10th Floor
Oakland, CA 94612


BOMBARDIER INC: Fitch Rates Senior Unsecured Debt at BB
-------------------------------------------------------
Fitch Ratings has placed the debt and Issuer Default Ratings for
both Bombardier Inc. and Bombardier Capital Inc. on Negative
Rating Watch.  The existing ratings are:

Bombardier Inc.

    -- IDR 'BB';
    -- Senior unsecured debt 'BB';
    -- Bank facilities 'BB';
    -- Preferred stock 'B+'.

Bombardier Capital Inc.

    -- IDR 'BB';
    -- Senior unsecured debt 'BB'.

These ratings cover approximately $4.2 billion of outstanding debt
and preferred stock.  Due to the existence of a support agreement
and demonstrated support by the parent, BC's ratings are linked to
those of BI.

The Rating Watch is based on concerns about potential changes in
Bombardier's financial strategy, which has been focused on debt
reduction.  The tender offer announced earlier Monday indicates
that the company will retire little debt over the next two fiscal
years.  In addition, Fitch is concerned that some or all of the
debt reduction accomplished in the current fiscal year (nearly
$1 billion) could be offset by new debt issuance.  The company
intends to fund the tender with a portion of an upcoming bond
issue.

The Rating Watch will be resolved when it becomes clear what
amount of debt Bombardier plans to issue in the near term, and
Fitch expects to resolve the Rating Watch within the next several
weeks.  Fitch believes that any downgrade will most likely be
limited to one notch.

Factors supporting the ratings include the company's cash
position, diversification, large backlog at Bombardier
Transportation, leading market positions, the health of the
business jet and turboprop markets, and BT's successful
restructuring.  Concerns include the variability of free cash flow
due to order flow at BT and Bombardier Aerospace; continued low
margins and free cash flow; business jet market cyclicality; the
sizable pension plan deficit; the impact of exchange rate
volatility on financial results and planning; and various RJ
concerns, including low backlog, weak orders, uncertainty
regarding development of new aircraft models, the future of the
50-seat RJ segment, and contingent obligations related to past
aircraft sales.


CALPINE CORP: Court OKs $16MM GE Turbine Sale to Invenergy Thermal
------------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of New York
authorized Calpine Corp. to sell the General Electric Model PG7241
FA 60Hz duel fuel combustion turbine to Invenergy Thermal, LLC,
for $16 million.

As reported in the Troubled Company Reporter on Sept. 25, 2006,
Invenergy Thermal LLC, offered to purchase the GE turbine for
$16 million, pursuant to a purchase and sale agreement dated
Aug. 10, 2006.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CALPINE CORP: Judge OKs Bidding Procedures of Aries Project Sale
----------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York approved the proposed bidding
procedures for the sale of a 580-megawatt, natural gas-fired power
plant, known as the "Aries" plant, in Pleasant Hill, Missouri, to
Aquila Inc. for $158.5 million.

Any counterparty to an Assigned Contract that wishes to obtain
adequate assurance information regarding other bidders that will
or may participate at the Auction must notify Debtor MEP Pleasant
Hill, LLC, in writing, through Micah E. Marcus, at Kirkland &
Ellis, LLP, at 200 E. Randolph, in Chicago, Illinois, on or
before Nov. 13, 2006.

Objections to the proposed assumption and assignment of the
Assigned Contracts, including objections to the proposed Cure
Amounts and adequate assurances, must be filed with the Court on
or before Nov. 28, 2006.

If more than one Bid are received, the Debtors will hold an
Auction on Dec. 4, 2006, at the offices of Kirkland & Ellis
LLP, at the Citigroup Center, at 153 East 53rd Street, in New
York.

The party with the next highest or otherwise best Qualifying Bid,
as determined by the Selling Debtor, in consultation with the
Committees, will be required to serve as back-up bidder and keep
its bid open and irrevocable until the earlier of May 15, 2007,
or the closing of the sale.

If no other Qualifying Bids is timely received, a hearing to
approve the proposed sale to Aquila, Inc., will take place on
Dec. 6, 2006, at 10:00 a.m.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CHART INDUSTRIES: Moody's Assigns Loss-Given-Default Rating
-----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
affirmed its B1 Corporate Family Rating for Chart Industries,
Incorporated, as well as its B3 rating on the company's
$170 million 9.125% Senior Subordinate Notes due 2015.  The
debentures were assigned an LGD5 rating suggesting creditors will
experience an 80% loss in the event of default.

Additionally, Moody's revised its probability-of-default ratings
and assigned loss-given-default ratings on these loans and bond
debt obligations of the company:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $115 Million
   Sr. Sec.
   Revolver due 2010      B1       Ba2     LGD2       27%

   $180 Million
   Sr. Sec.
   Term Loan B
   due 2012               B1       Ba2     LGD2       27%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Garfield Heights, Ohio, Chart Industries --
http://www.chart-ind.com-- is a supplier of engineered equipment
required throughout the cryogenic liquid supply chain.  This
liquid supply chain spans all the major market steps and includes
cryogenic liquid production, purification, distribution, storage
and many end-user applications where cryogenic liquids are finally
converted into the desired gases.


CHEETAH OIL: Appoints Ian McKinnon as Chief Executive Officer
-------------------------------------------------------------
Cheetah Oil & Gas Ltd. has appointed Ian McKinnon as Chairman and
Chief Executive Officer of the company.

Ian McKinnon has over thirty years of experience primarily focused
in the energy sector ranging from oil field trucking to energy
exploration and production.  He was a director and shareholder of
Norscot Ltd., a diversified holding company with interests in the
energy sector.  He has also held senior executive positions in oil
and gas exploration companies, oil well drilling and energy
transportation companies.

Ian McKinnon's appointment is part of an overall corporate plan to
restructure and refocus the company and to enhance the management
team to better exploit the Company's energy projects in Papua New
Guinea.  He replaces Mr. Garth Braun, current CEO of the company,
who has resigned to pursue other business interests.

                       About Cheetah Oil

Based in Calgary, Alberta, Cheetah Oil & Gas Ltd. (OTCBB:COGL) --
http://www.cheetahoil.com/-- is an exploration stage oil and gas
company engaged in the exploration for petroleum and natural gas
in the country of Papua New Guinea.  The company has certain
licenses and permits from the Minister of Petroleum and Energy for
Papua New Guinea to explore approximately 8.2 million acres of
land prospective for petroleum and natural gas.

                         *     *     *

Ernst & Young LLP, in Vancouver, Canada, raised substantial doubt
about Cheetah Oil & Gas Ltd.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal year ended Dec. 31, 2005.  The auditor
pointed to the company's substantial accumulated deficit and
working capital deficiency.  The company has not generated any
revenues from operations.

The company also had a net loss of $1,726,265 for the six-month
period ended June 30, 2006.  At June 30, 2006, the company had a
deficit of $4,507,600 accumulated during the exploration stage.


CINRAM INTERNATIONAL: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its B1 Corporate Family Rating for Cinram International,
Incorporated, as well as its B1 rating on the company's $675
million Senior Secured Term Loan.  The debentures were assigned an
LGD3 rating suggesting creditors will experience a 32% loss in the
event of default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Based in Ontario, Canada, Cinram International, Incorporated --
http://www.cinram.com-- manufactures audio cds, cd-rom, and pre-
recorded audio and video cassette tapes.


CONTINENTAL AIRLINES: Earns $237 Mil. for Quarter Ended Sept. 30
----------------------------------------------------------------
Continental Airlines Inc. filed its quarterly report for the
period ended Sept. 30, 2006 with the Securities and Exchange
Commission on Form 10-Q on Oct. 19, 2006.

The Company reported a consolidated net income of $237 million
from operating revenue of $3.2 billion for the third quarter of
2006, compared to a consolidated net income of $61 million from
operating revenue of $2.7 billion for the third quarter of 2005.
Operating income was $192 million for the third quarter of 2006,
as compared $109 million for the third quarter of 2005.

Net income for the three and nine months ended Sept. 30, 2006
include a gain on the sale of Copa's Class A common stock of
$92 million.

Passenger revenue increased 17.1% due to increased capacity,
increased traffic and higher fares.  Consolidated revenue
passenger miles for the third quarter increased 10.2% year-over-
year on a capacity increase of 9.1%, producing a consolidated load
factor of 82.2%, up 1.1 points over the same period in 2005.
Consolidated yield for the third quarter increased 6% year-over-
year.  Consolidated RASM for the quarter increased 7.4% year-over-
year due to higher yield and load factors.

Cargo revenue increased 14.7% primarily due to higher freight and
mail volumes and increases in freight fuel surcharges.

Aircraft fuel and related taxes increased 25.4%.  The average jet
fuel price per gallon including related taxes increased 17.8% to
$2.21 in the third quarter of 2006 from $1.88 in the third quarter
of 2005.  Fuel expense was affected by losses of approximately $8
million related to the Company's fuel hedging program in the third
quarter of 2006, which it did not have in 2005.

During the third quarter of 2006, the Company recorded an
$8 million settlement charge related to lump sum distributions
from its pilot-only defined benefit pension plan.  The remaining
balance of the net special item recognized during the third
quarter of 2006 is attributable to our permanently grounded MD-80
aircraft.  The Company's accruals for future lease payments and
return conditions were reduced by $7 million, following negotiated
settlements with its aircraft lessors.

In the third quarter of 2006, the Company recognized a gain of
$92 million related to the sale of 7.5 million shares of Copa's
Class A common stock.

           Results for the Nine Months Ended Sept. 30

For the nine months ended Sept. 30, 2006 the Company reported net
income of $370 million from operating revenue $9.1 billion, versus
a net loss of $25 million from operating revenue $7.6 billion for
the comparable period in the prior year.  Net income for the nine
months ended Sept. 30, 2006, includes a gain on the sale of Copa's
Class A common stock of $92 million and a cumulative effect of
change in accounting principle charge of $26 million related to
its adoption of SFAS 123R effective Jan. 1, 2006.  Operating
income was $448 million for the nine months ended Sept. 30, 2006,
compared to $55 million for the same nine months in 2005.

                Liquidity and Capital Resources

The Company, as of Sept. 30, 2006, had $2.7 billion in
consolidated cash, cash equivalents and short-term investments,
$548 million higher than at Dec. 31, 2005, including $247 million
of restricted cash.  Restricted cash is primarily collateral for
estimated future workers' compensation claims, credit card
processing contracts, letters of credit and performance bonds.
Restricted cash at December 31, 2005 totaled $241 million.

Cash flows provided by operations for the nine months ended Sept.
30, 2006 were $904 million compared to $453 million in the same
period in 2005.  The increase in cash flows provided by operations
in the first nine months of 2006 compared to the same period in
2005 is primarily the result of an improvement in operating income
and advance ticket sales associated with increased flight
activity, partially offset by $67 million higher cash
contributions to our defined benefit pension plans in the first
nine months of 2006 than in the first nine months of 2005.

Cash flows used in investing activities were $188 million for the
nine months ended Sept. 30, 2006, compared to cash flows used
investing activities of $80 million for the nine months ended
Sept. 30, 2005.  Capital expenditures for the nine months ended
Sept. 30, 2006 were $112 million higher than in the same period in
2005.  Cash used for purchase deposits increased $39 million due
to additional deposits paid on Boeing aircraft.

Net capital expenditures for the full year 2006 are expected by
the Company to be $340 million, or $420 million after considering
purchase deposits to be paid, relative to its order of ten
additional Boeing 787 aircraft and 24 additional Next-Generation
737 aircraft.

Cash flows used in financing activities, primarily the payment of
long-term debt and capital lease obligations, were $222 million
for the nine months ended Sept. 30, 2006, compared to cash flows
provided by financing activities of $154 million in the nine
months ended Sept. 30, 2005.

At Sept. 30, 2006, the Company had approximately $5.5 billion,
including current maturities, of long-term debt and capital lease
obligations and currently don't have any undrawn lines of credit
or revolving credit facilities and substantially all of its
readily financeable assets are encumbered, except its remaining
interests in Copa and Holdings.

The Company, in October 2006, contributed an additional
$70 million to its defined benefit pension plans, resulting in
total contributions of $246 million in 2006.

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 May 26, 2006,
Moody's Investors Service assigned Aaa rating to the Class G
Certificates and B1 rating to the Class B Certificates of
Continental Airlines, Inc.'s 2006-1 Pass Through Trusts Pass
Through Certificates, Series 2006-1.

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.

As reported in the Troubled Company Reporter on Oct. 23, 2006
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.


COPANO ENERGY: Increases Quarterly Cash Distribution
----------------------------------------------------
Copano Energy LLC reported a cash distribution for the third
quarter of 2006 of $0.75 per unit, or $3.00 per unit on an
annualized basis, for all of its outstanding Common and
Subordinated Units.

The distribution is $0.075 above Copano Energy's distribution for
the second quarter of 2006 and $0.35 above the minimum quarterly
distribution of $0.40 per unit.  The distribution applies to
Common and Subordinated Units outstanding on the record date and
will be payable on Nov. 14, 2006, to holders of record of such
units at the close of business on Nov. 1, 2006.

"We are pleased to announce our third quarter distribution, which
represents an increase of 11% above the second quarter 2006
distribution amount," said John Eckel, Chairman and Chief
Executive Officer of Copano Energy.  "The increased distribution
reflects Copano's continuing strong cash flow generation.  Third
quarter operating results will not be released until early
November, but management expects that coverage of the increased
distribution amount will equal or exceed that of the second
quarter.  Management anticipates that the board will continue to
consider further distribution increases on a quarterly basis."

Headquartered in Houston, Texas, Copano Energy, L.L.C. --
http://www.copanoenergy.com/-- is a midstream natural gas company
with natural gas gathering, intrastate pipeline and natural gas
processing assets in the Texas Gulf Coast region and in Central
and Eastern Oklahoma.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service affirmed its B1 corporate family rating
on Copano Energy, LLC.  At the same time, the rating agency held
its B2 probability-of-default rating on the Company's 8.125%
Senior Unsecured Global Notes due 2016, and attached an LGD5
rating on these notes, suggesting noteholders will experience a
72% loss in the event of a default.


CORUS GROUP: Proposed Acquisition Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed all ratings of Corus Group plc
under review with direction uncertain following the recommendation
of the board of Corus Group in favor of the proposed acquisition
of the entire capital of Corus Group by Tata Steel Limited.

Moody's understands that Tata Steel U.K., a wholly owned
acquisition vehicle of Tata Steel Limited, raised GBP1.8 billion
in cash from its parent and GBP3.5 billion in senior and
subordinated debt to fund share acquisition and refinance some of
the existing debt of Corus group.

The forthcoming review will focus on:

   (a) the evolving capital structure supporting the acquisition,
       including the level of recourse that lenders to Tata Steel
       U.K. will require from Corus group and Tata Steel Limited;

   (b) assessment of the evolving fundamental credit
       characteristics of the combined business;

   (c) new shareholders' plans and business strategy for Corus
       Group, as well as;

   (d) medium term operating and financial outlook.

Additional factors being considered include:

   -- the financial and economic rationale underpinning the
       acquisition,

   -- integration risks and possible synergies,

   -- the new company's consolidated position in its markets, as
      well as;

   -- financial policy of the new shareholders.

If the bondholders exercised the put option or the bonds were
tendered for above par as part of a refinancing, Moody's is likely
to withdraw the ratings for the bonds.  Similarly, a refinancing
of the rated bank loans would also result in a likely withdrawal
of the ratings for the credit facilities.  At that juncture,
Moody's remaining rating at Corus Group will be the corporate
family rating.

Ratings affected:

Corus Group plc

    * Ba2 Corporate Family Rating;

    * Ba1 Rating on EUR800 million Secured
      Bank Facilities maturing July 2008;

    * B1 Rating on EUR800 million Unsecured Notes due 2011; and

    * B1 Rating on GBP200 million in Unsecured Notes due 2008.

Moody's last rating action on Corus was the upgrade to Ba2/Ba1/B1
on May 8.

Corus Group plc is headquartered in London and was created through
the merger of British Steel plc and Koninklijke Hoogovens NV.  The
group is among the world's largest steel producers and generated
annual sales of GBP10,140 million and an operating profit of
GBP1,027 million in 2005.


COUDERT BROTHERS: Wants R.L. Spear to Auction Los Angeles Assets
----------------------------------------------------------------
Coudert Brothers LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ R.L. Spear
Co. Inc. as its auctioneer.

R.L. Spear will act as the Debtor's agent for the purpose of
liquidating all remaining tangible assets of the former Coudert
office located at 333 S. Hope street, 23rd Floor, in Los Angeles,
California through a public sale on Oct. 28, 2006, at 11 a.m.

The Court recently rejected the Debtor's lease governing the Los
Angeles property.  The Debtor is now obligated to remove all the
Los Angeles property by Oct. 31, 2006, or it will be deemed
abandoned.

The firm will receive a commission equal to 15% of the gross sales
of any and all of the property sold on the sale date, as well as
reimbursement of the actual and necessary expenses incurred in
connection with the sale not exceeding $6,500.

In addition, the firm reserves the right to charge auction
purchasers a 10% buyers premium on each item sold at the auction.

R.L. Spear is a prepetition nonpriority creditor of the Debtor
with a $10,566 unsecured claim.

To the best of the Debtor's knowledge, R.L. has no connection with
the Debtor, its creditors, or any party-in-interest.

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
Debtor filed for Chapter 11 protection on Sept. 22, 2006 (Bankr.
S.D.N.Y. Case No. 06-12226).  John E. Jureller, Jr., Esq., and
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor in its restructuring efforts.  In its schedules of
assets and debts, Coudert listed total assets of $29,968,033 and
total debts of $18,261,380.  The Debtor's exclusive period to file
a chapter 11 plan expires on Jan. 20, 2007.


COUDERT BROTHERS: Hires Bradley Arant as Special Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Coudert Brothers LLP to employ Bradley, Arant Rose &
White LLP, as its special counsel, nunc pro tunc to Sept. 22,
2006.

Bradley Arant will provide services with respect to issues related
to the Debtor's Employee Pension Plan, as amended and restated as
of Jan. 1, 2001., and the Pension Benefit Guaranty Corporation.

Kevin J. Henderson, Esq., a Bradley Arant partner, discloses that
the firm's professionals bill:

        Designation             Hourly Rate
        -----------             -----------
        Partners                   $350
        Associates                 $220
        Paralegal                  $195

Mr. Henderson assures the Court that his firm does not hold any
interest materially adverse to the Debtor's estate.

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
Debtor filed for Chapter 11 protection on Sept. 22, 2006 (Bankr.
S.D.N.Y. Case No. 06-12226).  John E. Jureller, Jr., Esq., and
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor in its restructuring efforts.  In its schedules of
assets and debts, Coudert listed total assets of $29,968,033 and
total debts of $18,261,380.  The Debtor's exclusive period to file
a chapter 11 plan expires on Jan. 20, 2007.


CROWN CASTLE: Paying Quarterly Preferred Stock Dividend on Nov. 15
------------------------------------------------------------------
Crown Castle International Corp. will be paying quarterly dividend
on its 6.25% Convertible Preferred Stock on Nov. 15, 2006, to
holders of record on Nov. 1, 2006.  The dividend will be paid in
cash at a rate of $0.781 per share of Preferred Stock.

                        About Crown Castle

Crown Castle International Corp. -- http://www.crowncastle.com/
-- engineers, deploys, owns and operates shared wireless
infrastructure, including extensive networks of towers.  Crown
Castle offers wireless communications coverage to 68 of the top
100 United States markets and to substantially all of the
Australian population.  Crown Castle owns, operates and manages
over 10,600 and over 1,300 wireless communication sites in the
U.S. and Australia, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Standard & Poor's Ratings Services placed the ratings of Houston,
Texas-based wireless tower operator Crown Castle International
Corp. and its related entities on CreditWatch with negative
implications, including its 'BB' corporate credit rating and the
'BBB-' secured bank loan rating of intermediate holding company
Crown Castle Operating Co.

As reported in the Troubled Company Reporter on Oct. 10, 2006,
Moody's Investors Service affirmed all ratings of Crown Castle
Operating Company, including its B1 Corporate Family Rating, B1
Senior Secured Rating and SGL-2 Liquidity Rating.  The ratings
reflect a B1 probability of default and loss given default
assessment of LGD3 (43%) on the senior secured facility. The
outlook remains stable.


DANA CORP: 13 Parties Balk at Bifurcation of Reclamation Issues
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates previously asked the
U.S. Bankruptcy Court for the Southern District of New York to
bifurcate its consideration of reclamation claim issues.

Accordingly, 13 parties object to the request:

   * Air Hydro Power, Inc.,
   * American Agip Co., Inc.,
   * Bronson Precision Products, Inc.
   * Condumex, Inc.,
   * Daido Metal Bellefontaine, LLC,
   * Emhart Teknologies, Inc.,
   * Hydro Aluminum Precision Tubing North America, LLC,
   * Osram Sylvania Products, Inc.,
   * Schaeffler Group USA, Inc., and Schaeffler Canada, Inc.,
   * SKF USA, Inc.,
   * The Timken Company,
   * Toyotetsu America, Inc., and Toyotetsu Mid America, LLC, and
   * Tristar Engineering, Inc.

The Responding Parties complain that it is not clear whether the
Debtors are asserting that the prior lien defense applies to
their Section 503(b)(9) claims and render them valueless.  The
Responding Parties assert that they would prefer to have the
amounts of their Section 503(b)(9) claims determined before any
reclamation claim litigation.

SKF USA asserts that requiring it and all other similarly
situated claimholders to litigate issues concerning the prior
lien defense before a determination of their Section 503(b)(9)
administrative claims rights is a waste of judicial resources and
unjustly increases costs and expenses.

If the Court grants the Bifurcation Motion without any amendment,
the order should state that all Section 503(b)(9) claims are
preserved, and no ruling regarding the prior lien defense or any
other aspect of the remaining reclamation claims will prevent the
claim holders from asserting and receiving administrative expense
priority status, SKF USA contends.

The Responding Parties ask the Court to require the Debtors to
file, along with their initial brief, the information that they
are relying upon.

Consequently, the Responding Parties asserts, they should be
given at least 45 days to respond to the Debtors' brief so that
they may be able to conduct their own discovery regarding the
prior lien defense.

Daido Metal argues that the later deadline will also allow
objecting reclamation claimants, all of which are trade
creditors, to attempt to coordinate their briefing efforts with
each other to save costs and possibly expedite the administration
of the case by consolidating their responses to the asserted
prior lien defense.

Accordingly, the Responding Parties ask the Court to:

   (a) require that all Section 503(b)(9) claims be decided
       before establishing a schedule on the prior lien defense
       litigation;

   (b) permit creditors holding remaining reclamation claims to
       conduct written and oral discovery on all issues raised by
       Debtors in the initial brief; and

   (c) make the response deadline to the Debtors' initial brief
       be at least 45 days after the date initial brief is filed
       for discovery to be conducted.

In the alternative, if the Court grants the Bifurcation Motion,
the Responding Parties ask the Court to state in the order that
all creditors rights under Section 503(b)(9) are preserved.

                 Debtors Modify Proposed Schedule

The Debtors note that none of the Responding Parties has objected
to the proposed bifurcation of the issues.  The Debtors also note
that none of the Responding Parties has objected to their
proposal that the Court hold one or more scheduling conferences
after rendering its decision on the prior lien defense to the
extent that further litigation will be necessary after the
ruling.

Corinne Ball, Esq., at Jones Day, in New York, informs the Court
that the Debtors have reviewed each of the procedures objections
and, in consultation with the Official Committee of Unsecured
Creditors and after conferring with certain of the Responding
Parties, have modified the proposed scheduling procedures to
address the concerns raised by the Responding Parties.

The Debtors proposed a schedule to govern the discovery relating
to the litigation of the prior lien defense:

   (1) Parties seeking to obtain discovery from the Debtors must
       serve requests for written discovery on the Debtors so
       that that request is actually received by the Debtors'
       counsel no later than Nov. 6, 2006, at 4:00 p.m., Eastern
       Time.

   (2) The Debtors must file any objections to any discovery with
       the Court no later than Nov. 22, 2006, at 4:00 p.m.,
       Eastern Time.

   (3) The Court will conduct a hearing on Nov. 29, 2006, at
       10:00 a.m., Eastern Time, to consider any discovery
       objections and any other related scheduling issues.

   (4) Unless otherwise directed by the Court at the discovery
       hearing, the Debtors must serve by December 13, 2006, at
       4:00 p.m., Eastern Time, their responses to any Discovery
       Requests with respect to which the Debtors did not file a
       Discovery Objection or the Court directs the Debtors to
       respond to at the Discovery Hearing.

   (5) If the Court concludes at the Discovery Hearing that
       collateral valuation is a disputed issue relevant to the
       prior lien defense, the prior lien defense hearing may be
       adjourned upon the Debtors' or the Creditors Committee's
       request or pursuant to a further Court order.

The Debtors also propose a schedule to govern the litigation of
the prior lien defense:

   (1) The Debtors will file with the Court the Initial Brief in
       support of the prior lien defense to the Remaining
       Reclamation Claims and served it on all necessary parties
       No later than Oct. 23, 2006, at 4:00 p.m., Eastern Time.
       The Debtors' Initial Brief must contain the facts on which
       they are relying upon in support of the prior lien defense.

   (2) All responsive briefs must be filed with the Court and
       served on all parties no later than Dec. 29, 2006, at
       4:00 p.m., Eastern Time.

   (3) The Debtors' Reply Brief must be filed with the Court and
       served on all parties no later than Jan. 22, 2007, at
       4:00 p.m., Eastern Time.

   (4) If the Discovery Deadline is extended by the Court or the
       prior lien defense hearing is adjourned at the discovery
       hearing or otherwise before the response deadline and the
       reply deadline, the response deadline and the reply
       deadline will be adjusted accordingly.

The Debtors ask the Court to approve the proposed scheduling
procedures to govern the discovery and litigation of the prior
lien defense.

Ms. Ball asserts that the proposed scheduling procedures are
intended to provide an efficient and orderly approach to resolve
the 130 or so remaining reclamation claims without undue delay.
Those procedures are not intended to create unnecessary or
premature litigation, Ms. Ball adds.

The Debtors have modified the scheduling procedures in an attempt
to better balance competing goals and create a fair and
appropriate process, Ms. Ball states.

The Debtors believe that the revised proposed order adequately
addresses the Responding Parties' concerns, but are amendable to
holding the entire reclamation process in abeyance for some time
if preferred by the Court.

If the Court adopts the proposed approach, the Debtors ask that
any discovery or other litigation of issues relating to the
remaining reclamation claims be stayed until the time a
litigation schedule is established.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  Stahl Cowen Crowley, LLC serves as counsel to the
Official Committee of Non-Union Retirees.  When the Debtors filed
for protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DANA CORP: Court Approves Trailer Axles Sale Bidding Procedures
---------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approved the bidding procedures
to govern the auction for the sale of Dana Corporation and its
debtor-affiliates' trailer axles business.

Each potential bidder must deliver to the Debtors; Jones Day;
Kramer Levin Naftalis & Frankel, LLP; Fried, Frank, Harris,
Shriver & Jaconson, L.L.P.; and Shearman & Sterling, L.L.P.; a
written and electronic offer no later than 4:00 p.m., on
Dec. 11, 2006.

A Qualifying Bid must have an aggregate value of at least equal
to Hendrickson USA, L.L.C.' offer plus $1,175,000 -- the
Alternative Minimum Purchase Price.

At least one business day before the auction, the Debtors will
select, in consultation with the DIP Lenders, the Official
Committee of Unsecured Creditors, the Official Committee of
Equity Security Holders and other persons as the Debtors deem
appropriate, the best bid -- the Baseline Bid -- to serve as the
starting point for the Auction.  Bidding will start at the
purchase price and terms proposed in the Baseline Bid, and will
continue in increments of $100,000.

If more than one Qualified Bid is received, an auction will be
conducted at 10:00 a.m., on Dec. 15, 2006, at the offices of
Jones Day, located at 222 East 41st Street, in New York.

If no competing bids are received, a hearing to consider approval
of the sale of the Trailer Axles Business to Hendrickson will be
held on Dec. 19, 2006.

As reported in the Troubled Company Reporter on Sept. 14, 2006,
the Debtors' Trailer Axles Business manufactures trailer axles in
in Lugoff, South Carolina; Barrie, Ontario, Canada; and Wuxi,
China.  In 2005, the Trailer Axles Business reported sales of
$140,200,000 and an EBITDA of $3,300,000.

Dana believes that the Trailer Axles Business will require
significant investment in the future to design and sell
suspensions because of the increasing pressure to sell combined
trailer axle and suspension bundles instead of loose trailer
axles.  In addition, the Debtors expect increased price
competition in the loose trailer axle market in the future.

As a result, the Debtors determined that it makes sense to
proceed with a sale of the Trailer Axles Business at the current
time rather than to continue to own a non-core business, which
would require substantial additional investments in the near
future to remain competitive.

On Sept. 11, 2006, the Debtors entered into an asset purchase
agreement and certain related agreements with Hendrickson USA,
L.L.C., and its affiliates for the sale of the Trailer Axles
Business for $37,500,000.

Under the Sale Transaction:

   (a) The Debtors will segregate the operations of the Trailer
       Axles Business at the Lugoff Facility into a separate
       building from the Off-Highway operations at the Lugoff
       Facility;

   (b) Hendrickson will buy the domestic assets of the Trailer
       Axles Business $24,375,000 plus the assumption of certain
       related liabilities;

   (c) Non-Debtor Dana Canada Corporation will sell certain
       production equipment and related assets at the Barrie
       Facility to an affiliate of Hendrickson for $11,250,000;

   (d) Non-debtor Dana (Wuxi) Technology Co. Ltd., will sell
       certain production equipment located at the Wuxi Facility
       and transfer certain related customer purchase orders to a
       Chinese affiliate of Hendrickson for $1,875,000, who will
       then move the equipment to another facility;

   (e) Hendrickson will make a $3,750,000 deposit to an escrow
       account with JPMorgan Trust Company, National Association;

   (f) Hendrickson will assume certain related liabilities and
       contracts.  Hendrickson will pay the cure amounts for the
       Assumed Contracts.  Hendrickson will also enter into
       either a new lease with the landlord for the Lugoff
       Facility or a Sublease with the Debtors for the Lugoff
       Facility.

       A copy of the Assumed Contracts is available for free at:

               http://researcharchives.com/t/s?1189

   (g) Dana Canada and Hendrickson will enter into a Production
       Supply Agreement pursuant to which Dana Canada will
       produce trailer axles for Hendrickson in the Barrie
       Facility using the Canadian Assets for a period of up to
       six months at Dana's actual cost plus a 7.5% mark-up for
       the first 90 days and 10% mark-up thereafter, to provide
       Hendrickson time to relocate the Canadian Assets to the
       Lugoff Facility;

   (h) Hendrickson will reimburse Dana Canada for any scheduled
       severance obligations up to a cap of CD824,575 related to
       any workers in the Trailer Axles Business at the Barrie
       Facility who are laid off by Dana Canada at the expiration
       of the term of the Production and Supply Agreement;

   (i) Hendrickson will execute an agreement with Bendix Spicer
       Commercial Vehicle Foundation Brake, L.L.C., a joint
       venture in which the Dana Companies have an interest, to
       supply Hendrickson's brake requirements through
       Dec. 31, 2013;

   (j) The Debtors will be required to pay a $937,500 Termination
       Fee to Hendrickson if an Alternative Transaction is
       consummated, or if a sale transaction is not consummated
       before the Termination Date for any reason; and

   (k) The Debtors will reimburse all of Hendrickson's reasonable
       out-of-pocket expenses aggregating $187,500, if a Sale
       Transaction is not consummated on or before the
       Termination Date, and the APA is terminated for any reason
       other than Hendrickson's material breach of the APA.

A full-text copy of the Hendrickson APA is available for free at:

               http://researcharchives.com/t/s?1172

The Debtors will execute a Non-Interference, Non-Disclosure and
Non-Competition Agreement, which prevents them from:

   (i) engaging in the Trailer Axles Business; and

  (ii) loaning money to a competitor in the trailer axles
       business for three years in the European Union and seven
       years for the rest of the world.

To effectuate the Sale Transaction, the Debtors and Hendrickson
will also execute an Exclusive Patent License Agreement and a
Transition Services Agreement.  The Exclusive Patent License
Agreement grants Hendrickson the right to use, on an exclusive
royalty-free basis in the production of loose trailer axles and
trailer axle and trailer suspension assemblies, certain patents,
which the Debtors are not transferring ownership of under the
APA.  Under the Transition Agreement, the Debtors will provide
certain information technology services to Hendrickson until it
can get those services in place at the Lugoff Facility.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  Stahl Cowen Crowley, LLC serves as counsel to the
Official Committee of Non-Union Retirees.  When the Debtors filed
for protection from their creditors, they listed $7.9 billion in
assets and $6.8 billion in liabilities as of Sept. 30, 2005.
(Dana Corporation Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DOE RUN: July 31 Stockholders' Deficit Lowers to $101.5 Million
---------------------------------------------------------------
The Doe Run Resources Corporation has filed its third fiscal
quarter ended July 31, 2006, with the Securities and Exchange
Commission.

                            Financials

For the third quarter ended July 31, 2006, the Company reported
$22,146,000 of net income on $419,189,000 of net sales compared
with $9,540,000 of net income on $257,523,000 of net sales for the
same period in 2005.

At July 31, 2006, the Company's balance sheet showed $620,652,000
in total assets, $691,047,000 in total liabilities, and
$31,165,000 in redeemable preferred stock, resulting in a
$101,560,000 stockholders' deficit, as compared with higher
deficit of $112,189,000 at April 30, 2006.

The Company's July 31 balance sheet showed $305,937,000 in total
current assets available to pay $362,107,000 in total current
liabilities.

                           Recent events

David A. Chaput resigned Aug. 16, 2006, as vice president finance,
treasurer, and chief financial officer of the Company.

The Company entered Sept. 5, 2006, into an employment agreement
with Theodore P. Fox, III, to serve as the Company's vice
president finance, treasurer, and chief financial officer,
effective on that date.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?13e1

                 About The Doe Run Resources Corp.

The Doe Run Resources Corporation is one of the world's providers
of premium lead and associated metals and services.  The Company
is the largest integrated lead producer in North America and the
largest primary lead producer in the western world.

Doe Run operates an integrated primary lead operation and a
recycling operation located in Missouri, referred to as Buick
Resource Recycling.

Fabricated Products, Inc., a wholly owned subsidiary of Doe Run,
operates a lead fabrication operation located in Arizona and a
lead oxide business located in Washington.

Doe Run Peru S.R.L., an indirect Peruvian subsidiary, operates a
smelter in La Oroya, Peru, one of the largest polymetallic
processing facilities in the world, producing an extensive product
mix of non-ferrous and precious metals, including silver, copper,
zinc, lead and gold.  Doe Run Peru also has a copper mining and
milling operation in Cobriza, Peru in the region of Huancavelica,
which is approximately 200 miles southeast of La Oroya in Peru.


E*TRADE FINANCIAL: S&P Lifts Rating to BB- with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on E*TRADE Financial Corp. to 'BB-' from 'B+' and affirmed
its 'BB+/B' counterparty credit rating on E*TRADE Bank.  The
outlooks on E*TRADE and E*TRADE Bank are stable.

"The rating action on E*TRADE reflects its improved franchise
strength and fundamental performance driven by diversification of
revenue through the leverage of its business model and its
integrated, cost effective operating platform," said Standard &
Poor's credit analyst Helene De Luca.  E*TRADE has proven its
ability to successfully integrate two large acquisitions, BrownCo
and Harrisdirect, while also growing organically. Improved
revenue, earnings, and leverage, as well as good liquidity and
strong interest expense coverage support the upgrade.  These
strengths are partially offset by E*TRADE's leverage.

E*TRADE has successfully morphed into a diversified financial
institution from a discount broker.  E*TRADE has increased its
more stable, recurring revenue through the growth of investing-
based products supported by its integrated business model.
Commission revenue now accounts for only about 23% of revenue.
This diversification away from more volatile trading-based revenue
and toward recurring revenue mitigates the adverse affects of
trading seasonality, competitive trading price cuts, and market
downturns.  E*TRADE's value proposition, targeted at the investing
mass-affluent, seeks to provide service and functionality, in
addition to competitive pricing.  E*TRADE continues to strengthen
its banking franchise with increased deposits, increased loan
originations, the maintenance of a high-quality asset mix, and
healthy asset-liability management.  The enterprise net interest
spread is supported, primarily, by the lower cost of funds as
brokerage customer cash is swept into E*TRADE Bank.

The stable outlook is based on our expectation that E*TRADE will
maintain strong operating performance and earnings diversification
as the company continues its expansion into new markets and
products with high potential.  It is also based on the expectation
that E*TRADE will fund any future investments and acquisitions
without materially reducing its capital adequacy.  S&P consider
capital to be tangible equity and equity equivalents, subject to
limitations, in our review of capital adequacy for securities
brokers.  Material declines in capital adequacy or liquidity
measures could put pressure on the ratings.  Conversely, S&P would
view improvement in these measures and continuing strength of the
franchise positively.


ELGIN NATIONAL: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
confirmed its Caa2 Corporate Family Rating for Elgin National
Industries , Inc., as well as the Caa3 rating on the company's
$85 million 11% Senior Unsecured Notes due 2007.  Those debentures
were assigned an LGD4 rating suggesting noteholders will
experience a 69% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Downers Grove, Illinois, Elgin National
Industries, Inc. -- http://www.eni.com/-- serves sectors of the
mining and bulk materials handling industries and supplies
industrial customers with products including fasteners, electrical
equipment, and maintenance supplies.


ENERGY PARTNERS: Comments on Tender Offer Results by ATS Inc.
-------------------------------------------------------------
Energy Partners Ltd. commented regarding the results of the tender
offer made by ATS Inc.

The company's Board of Directors previously rejected as inadequate
the unsolicited conditional offer to acquire the company for $23
per share in cash made by ATS Inc., a wholly owned subsidiary of
Woodside Petroleum, Ltd., and recommends that its stockholders not
tender their shares into the Offer.

                     Energy Partner's Comment

"For the second time, ATS has extended its tender offer with
significantly fewer than 1% of EPL's outstanding shares having
been tendered.  We believe that these results demonstrate our
stockholders' continuing support for the recent decisions taken by
our Board, including the authorization of a process to explore
strategic alternatives to maximize stockholder value, including
the possible sale of the Company.  We are pleased that our
stockholders recognize that our Board's process provides a greater
opportunity to maximize stockholder value than ATS'
inadequate offer."

"EPL has filed a preliminary consent revocation statement with the
Securities and Exchange Commission in opposition to ATS' efforts
to remove EPL's directors and replace them with its handpicked,
paid nominees."

"We believe that ATS' consent solicitation is intended to
facilitate a transaction between EPL and ATS at a price the
EPL Board has already determined is inadequate and not in the best
interests of stockholders."

                          About EPL

Headquartered in New Orleans, Louisiana Energy Partners Ltd.
(NYSE:EPL) -- http://www.eplweb.com/-- is an independent oil and
natural gas exploration and production company.  Founded in 1998,
the Company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.
                         *    *    *

As reported on the Troubled Company Reporter, Oct 17, 2006,
Standard & Poor's Ratings Services 'B+' corporate credit rating
on exploration and production company Energy Partners Ltd.
remained on CreditWatch with developing implications.  The ratings
on New Orleans, Louisiana-based Energy Partners were placed on
CreditWatch Developing on Aug. 29, 2006.


ENERSYS CAPITAL: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
revised its Corporate Family Rating for Enersys Capital, Inc. to
B1 from Ba3.

Additionally, Moody's revised its ratings on the company's
$100 million Revolver due 2009 and $357.7 million Term Loan B due
2011 to Ba2 from Ba3.  Those debentures were assigned an LGD2
rating suggesting that creditors will experience a 28% loss in the
event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Reading, Pennsylvania, Enersys Capital,
Incorporated -- http://www.enersysinc.com/-- is engaged in the
manufacture of industrial batteries.


ENTERGY NEW ORLEANS: Files Chapter 11 Plan of Reorganization
------------------------------------------------------------
In compliance with Chapter 11 bankruptcy laws, Entergy New Orleans
Inc., a subsidiary of the Entergy Corporation, filed its proposed
plan of reorganization with the U.S. Bankruptcy Court for the
Eastern District of Louisiana on Oct. 24, 2006.

The proposed plan of reorganization follows the company's
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code that it filed in September 2005 to ensure
continued progress in restoring power and gas service after
Hurricane Katrina.

"This plan represents a major milestone in our path out of
bankruptcy," said Dan Packer, President and CEO of Entergy New
Orleans.  "If the plan is approved, Entergy New Orleans could
emerge from bankruptcy by the end of 2007.  Reemerging as a
financially stable utility, working shoulder-to-shoulder with the
community to rebuild New Orleans, will benefit all of our
customers."

The proposed plan of reorganization follows extensive efforts with
federal, state and local regulators and lawmakers to gain support
for Community Development Block Grants, rate relief, and insurance
proceeds that are critical to the company's emergence.

"The plan allows Entergy New Orleans to emerge from bankruptcy as
a strong and sustainable business," said Mr. Packer.  "Entergy New
Orleans will have sufficient financing and liquidity to accomplish
the remaining restoration of the New Orleans gas and electric
systems and create a storm reserve that positions the business to
pay for future hurricane damage.  We are especially pleased that
the plan will provide full compensation to all our creditors.  And
we are hopeful that the bankruptcy judge and our creditors will
agree with our proposals and work with us to restore our business
and the rebirth of New Orleans."

Entergy New Orleans, which provides electric and natural gas
service to customers within the city of New Orleans, is the
smallest of Entergy's five utility companies and represented about
7% of the consolidated revenues and 3% of the corporation's
earnings in 2004.

While the plan does not change the governance of ENO or the make
up of its board, the filing does delineate some critical steps
that must be achieved to support the company's emergence from
bankruptcy, including:

   * the receipt of $200 million of CDBGs, as approved by the
     Louisiana Recovery Authority and recommended by Gov. Kathleen
     Blanco;

   * a final order by the New Orleans City Council concerning
     formula rate plan and storm rider applications;

   * the creation of a storm reserve; and

   * Entergy New Orleans' receipt of insurance claim payments of
     approximately $250 million.

Entergy New Orleans will retain its assets under the plan of
reorganization.  Another key component of the filing states that
the first mortgage bonds and the preferred and common shares will
remain outstanding.  Cash payments will be made to Entergy
Corporation for the Debtor in Possession loan it provided and to
unsecured creditors, while Entergy affiliates will receive notes
for their claims.  All employee and retiree programs and benefits
will remain in place.

In addition to filing its plan of reorganization, Entergy New
Orleans has also filed its disclosure statement pursuant to which
ENO will seek approval of the plan from its creditors and
shareholders.  The Bankruptcy Court must first approve the
disclosure statement before ENO's creditors and shareholders can
consider the plan.  While a hearing date has not yet been set, the
company anticipates, the disclosure statement will be considered
by the Court within the next 45 days.

                    About Entergy New Orleans

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.


EUNERGY ARKANSAS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Eurenergy Arkansas, LLC
        1800 Valley View Lane, Suite 300
        Dallas, TX 75234

Bankruptcy Case No.: 06-34510

Chapter 11 Petition Date: October 23, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: John P. Lewis, Jr., Esq.
                  1412 Main St., Suite 210
                  Dallas, TX 75202
                  Tel: (214) 742-5925
                  Fax: (214) 742-5928

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


FASTENTECH INC: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
affirmed its B1 Corporate Family Rating for Fastentech, Inc., as
well as the B3 rating on the company's $175 million 11.5% senior
subordinate notes.  Those notes were assigned an LGD5 rating
suggesting that noteholders will experience an 80% loss in the
event of a default.

Additionally, Moody's revised the rating on the company's
$170 million senior secured revolver due 2010 to Ba2 from Ba3,
LGD2, 21%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Minneapolis, Minnesota, Fastentech, Inc. -
http://fastentech.com- is a manufacturer of highly engineered
specialized and aerospace-grade component.


FERRO CORP: Ends Negotiations on Specialty Plastics Business Sale
-----------------------------------------------------------------
Ferro Corporation has discontinued discussions with Wind Point
Partners regarding the sale of its Specialty Plastics business.

"We did not feel that we could reach an agreement that provided
Ferro shareholders with the full value of this business," said
James Kirsch, Ferro President and Chief Executive Officer.  "We
will continue to operate the Specialty Plastics business, and
expect it to remain a positive contributor to Ferro's operations.
As we go forward, we will continue to pursue portfolio realignment
activities that we believe best serve the interests of our
shareholders and the growth objectives of the Company."

                       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.


FIRSTMERIT CORPORATION: Fitch Holds B Rating with Negative Outlook
------------------------------------------------------------------
Fitch has revised the Rating Outlook for FirstMerit Corporation
(Nasdaq: FMER) and its principal subsidiary, FirstMerit Bank,
N.A., to Negative from Stable.  Fitch has also affirmed all
current ratings for FMER and its banking subsidiary, (Long-term
Issuer Default Rating 'A-'/ Short-term rating 'F1').

Fitch's revision of FMER's Rating Outlook to Negative from Stable
reflects the company's credit quality and operating performance,
which continue to compare unfavorably to similarly rated peers.
Despite ongoing efforts to improve credit quality, nonperforming
assets and net charge-off levels have not significantly improved.
Fitch recognizes that in recent periods FMER has demonstrated
modest improvements in earnings performance.  However, on a risk-
adjusted basis, profitability levels and asset quality indicators
remain at the lower end of peers.  Positively, the company
maintains solid tangible capital, a strong liquidity position and
fairly diversified revenue sources, which support the rating
affirmation.

A ratings downgrade would likely result from the lack of material
improvement in core earnings and asset quality or any further
deterioration in these areas.

The following ratings are affirmed with a Negative Rating Outlook:

FirstMerit Corporation

    -- Issuer Default Rating, 'A-';
    -- Short-term debt, 'F1';
    -- Individual 'B';
    -- Support '5'

FirstMerit Bank, N.A.

    -- Long-term deposits, 'A'
    -- Issuer Default Rating (IDR), 'A-';
    -- Short-term deposits, 'F1'
    -- Short-term debt, 'F1';
    -- Subordinated debt, 'BBB+'
    -- Individual, 'B';
    -- Support '5'


FLOWSERVE CORPORATION: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. manufacturing sector, the rating agency
revised the Corporate Family Rating for Flowserve Corporation to
B1 from Ba3, as well as the ratings on the company's $400 million
revolver due 2010 and the $600 million term loan due 2012 to Ba2
from Ba3.  These debentures were assigned an LGD3 rating
suggesting that creditors will experience a 41% loss in the event
of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Irving, Texas, Flowserve Corporation --
http://www.flowserve.com/-- is a manufacturer of pumps, valves,
seals and components to the process industries.


FOAMEX INTERNATIONAL: Files Amended Reorganization Plan
-------------------------------------------------------
Foamex International Inc. and certain of its subsidiaries have
filed their First Amended Plan of Reorganization and related
amended Disclosure Statement with the U.S. Bankruptcy Court for
the District of Delaware.

A hearing to consider the adequacy of the Disclosure Statement is
currently scheduled for Nov. 21, 2006.  Following Bankruptcy Court
approval of the Disclosure Statement, the Company can begin the
process of soliciting votes for approval of the Amended Plan.

As reported in the Troubled Company Reporter on Oct. 24, 2006, the
Company received a commitment for a new equity investment, and
together with Foamex L.P., received a commitment for exit
financing to fund the Company's emergence from chapter 11.  These
commitments are subject to the satisfaction of certain conditions.
As a part of the equity investment commitment from certain
significant equityholders, the Company and holders also reached
agreement on the principal terms of the Amended Plan.

The proposed debt and equity commitments and related transactions
described in the Amended Plan remain subject to certain material
conditions, including the completion of final documentation,
satisfaction of certain conditions precedent, and entry of orders
by the Bankruptcy Court approving the related commitment letters
and the adequacy of the Disclosure Statement and confirming the
Amended Plan.  There can be no assurance that the Bankruptcy Court
will enter such orders, that parties entitled to vote on the
Amended Plan will vote in favor of the Amended Plan, that final
documentation will be reached on terms satisfactory to all parties
or that the other conditions will be satisfied.  Subject to
receipt of all required approvals, the Company expects to emerge
from chapter 11 during the first quarter of 2007.

A full-text copy of the First Amended Plan of Reorganization is
available for free at:

               http://researcharchives.com/t/s?13f1

A full-text copy of the Disclosure Statement is available for free
at:

               http://researcharchives.com/t/s?13f2

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.


FOAMEX INTERNATIONAL: Wants Until February 13 to Decide on Leases
-----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the deadline by which, they must assume or reject all their
unexpired non-residential real property leases until Feb. 13,
2007.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, maintains that the Debtors need
additional time to complete their analysis on whether to assume or
reject the Unexpired Leases.

Ms. Morgan asserts that it would be premature for the Debtors to
make a determination whether to assume or reject the remaining
Unexpired Leases as of the current deadline given the current and
ongoing development of a plan of reorganization.

Ms. Morgan contends that the proposed extension will not prejudice
any of the Lessors because the Debtors are substantially current
on their postpetition rent obligations under each Unexpired Lease.

The Court will convene a hearing on Nov. 21, 2006, to consider the
Debtors' request.  By application of Del. Bankr.LR 9006-2, the
deadline is automatically extended until the Court rules on the
Debtors' request.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INT'L: Foamex LP Wants to Assume Amended Chemtura Agreement
------------------------------------------------------------------
Foamex L.P. seeks the U.S. Bankruptcy Court for the District of
Delaware's authority to assume, as amended, its executory contract
dated June 16, 2003, with Chemtura Company.

Chemtura, as successor-in-interest to Great Lakes Chemical
Corporation, supplies the Debtors with a variety of additives
classified in general as flame-retardants.  These additives are
critical to meet industry and regulatory requirements for
retarding the flammability of foam products, while meeting
environmental guidelines, Foamex relates.

According to Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, Chemtura is Foamex L.P.'s
only supplier of those unique additives.

Mr. Enos contends that with the assumption of the Chemtura
Contract, Foamex is ensured continued supply of the specialty
chemical it needs.

Mr. Enos adds that upon the assumption of the contract, Chemtura
agrees to modify Foamex' payment terms from their current "net 15
days" to "net 30 days."

Chemtura also agrees to provide Foamex several weeks to pay the
cure amount due to Chemtura, and has agreed to a 9% discount on
the cure amount owed.  Specifically, Chemtura has agreed to accept
$1,055,317 in order to cure any and all defaults under the
Chemtura Contract to be paid in three equal weekly installments.
Foamex owes $1,155,317 to Chemtura for prepetition purchases.

Mr. Enos relates that Chemtura has conditioned its agreement to
the Chemical Cure Amount reduction and the extension of more
favorable trade terms on Foamex' immediate assumption of the
Chemtura Contract.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: Ditches Fidelity Magellan from 401(k) Plan
------------------------------------------------------
Ford Motor will drop the Fidelity Magellan Fund from the 401(k)
retirement plan it offers to employees, The Wall Street Journal
reports.

Apart from Magellan, the automaker is also nixing Domini Social
Investments' Social Equity Fund; Morgan Stanley's Institutional
Fund Inc. Global Value Equity Portfolio; and Vanguard Group's
Explorer Fund (Admiral Class), CNN Money says.

Jane J. Kim at The Journal reports that Ford will close the funds
to new investments on Nov. 6.  Next year, existing balances left
in the funds will be transferred to the company's stable-value
fund.  According to CNN Money, Ford won't replace the four that
were dropped.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
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 Oct. 24, 2006,
Standard & Poor's Ratings Services placed its 'B' senior unsecured
debt issue ratings on Ford Motor Co. on CreditWatch with negative
implications.  At the same time, S&P affirmed all other ratings on
Ford, Ford Motor Credit Co., and related entities, except the
rating on Ford Motor Co. Capital Trust II 6.5% cumulative
convertible trust preferred securities, which was lowered to 'CCC-
' from 'CCC.'

Fitch Ratings has placed Ford Motor Company's 'B+/RR3' senior
unsecured debt on Rating Watch Negative reflecting Ford's intent
to raise secured financing that would impair the position of
unsecured debtholders.  Under Fitch's recovery rating scenario it
was estimated that unsecured holders would recover approximately
68% in a bankruptcy scenario, equating to a Recovery Rating of
'RR3' (50-70% recovery).

In addition, Moody's Investors Service disclosed that Ford's very
weak third quarter performance, with automotive operations
generating a pre-tax loss of $1.8 billion and a negative operating
cash flow of $3 billion, was consistent with the expectations
which led to the September 19 downgrade of the company's long-term
rating to B3.


FORD MOTOR: Lenders Could Get Plants as Loan Security
-----------------------------------------------------
Ford Motor Co. may offer its factories as security to lenders as
it considers other steps to bolster the company's liquidity,
Bernard Simon of the Financial Times reports.

"Clearly, liquidity is a high priority for us," Ford CEO Alan
Mulally said Monday.

Ford, which operates about 105 plants worldwide including joint
ventures, reported a $5.8 billion net loss for the third quarter
2006, compared with a $284 million net loss in the same quarter
last year.  The latest losses include Ford Europe's third-quarter
pre-tax loss of $13 million, compared with a pre-tax loss of $55
million during the 2005 period.

The company's Premier Automotive Group operations, which handle
all of Ford's European brands, also reported a pre-tax loss of
$593 million for the third quarter, compared with a pre-tax loss
of $108 million for the same period in 2005.  The decline was
explained by adverse cost performance, primarily reflecting
adjustments to Jaguar and Land Rover warranty accruals and lower
volume at all operations, excluding Aston Martin.

"These results are unacceptable," Mr. Mulally was quoted by FT as
saying.  "We are committed to dealing decisively with the
fundamental business reality that customer demand is shifting to
smaller, more efficient vehicles."

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
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 Oct. 24, 2006,
Standard & Poor's Ratings Services placed its 'B' senior unsecured
debt issue ratings on Ford Motor Co. on CreditWatch with negative
implications.  At the same time, S&P affirmed all other ratings on
Ford, Ford Motor Credit Co., and related entities, except the
rating on Ford Motor Co. Capital Trust II 6.5% cumulative
convertible trust preferred securities, which was lowered to 'CCC-
' from 'CCC.'

Fitch Ratings has placed Ford Motor Company's 'B+/RR3' senior
unsecured debt on Rating Watch Negative reflecting Ford's intent
to raise secured financing that would impair the position of
unsecured debtholders.  Under Fitch's recovery rating scenario it
was estimated that unsecured holders would recover approximately
68% in a bankruptcy scenario, equating to a Recovery Rating of
'RR3' (50-70% recovery).

In addition, Moody's Investors Service disclosed that Ford's very
weak third quarter performance, with automotive operations
generating a pre-tax loss of $1.8 billion and a negative operating
cash flow of $3 billion, was consistent with the expectations
which led to the September 19 downgrade of the company's long-term
rating to B3.


FORD MOTOR: Incurs $5.8 Billion Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Ford Motor Company reported Monday preliminary third-quarter 2006
financial results.  For the third quarter, Ford Motor reported a
net loss of $5.8 billion.  This compares with a net loss of
$284 million in the 2005 third quarter.  Excluding special items,
the third quarter loss from continuing operations was $1.2
billion, compared with a loss of $191 million, or 10 cents per
share, a year earlier.

The performance from continuing operations primarily reflected
operating challenges in the company's North America, Asia Pacific
and Africa, and Premier Automotive Group operations.  Performance
also included continued profitability in South America and at Ford
Credit.  Though it lost money during the quarter, Ford Europe
showed a year-over-year improvement in operating results and
remained poised to deliver full-year profitability.

Special items included in the quarter's net loss primarily
reflected the costs associated with restructuring efforts,
primarily in North America, as well as the revaluation of long-
lived assets related to automotive operations in North America and
Jaguar/Land Rover.  On an after-tax basis, special items reduced
third-quarter earnings by a total of $4.6 billion.  The total pre-
tax effect of these special items was $5.3 billion.

In addition, effective this quarter, the company established a
valuation allowance of $2.2 billion against deferred tax assets
primarily at its North America and Jaguar/Land Rover operations.
The valuation allowance was established because of the cumulative
losses the company has incurred and the financial outlook for
these operations.

Alan Mulally, Ford's president and chief executive officer, said
he and his senior management team are committed to creating a
viable Ford Motor Company business going forward.

"These business results are clearly unacceptable," Mulally said.
"We are committed to dealing decisively with the fundamental
business reality that customer demand is shifting to smaller, more
efficient vehicles.  Our focused priorities are to restructure
aggressively to operate profitably at lower volumes, and to
accelerate the development of new, more efficient vehicles that
customers really want.

"We have great global assets and resources that we will leverage
to significantly improve our product strategy, our production
efficiency and quality.  This will enable us to meet customer
expectations for distinctive vehicles much more cost effectively.
These actions will lead to profitable growth of our business over
the long term."

                       Automotive Sector

On a pre-tax basis, worldwide Automotive Sector losses in the
third quarter were $1.8 billion. This compares with a pre-tax loss
of $1.3 billion during the same period a year ago.

Worldwide automotive sales for the third quarter declined to
$32.6 billion from $34.7 billion in the same period last year.
Worldwide vehicle unit sales in the quarter were 1,511,000, down
from 1,531,000 a year ago.

North America:

In the third quarter, Ford's North America automotive operations
reported a pre-tax loss of $2 billion, compared with a pre-tax
loss of $1.2 billion a year ago.  The decline was largely
attributed to lower volumes and unfavorable mix, primarily
associated with lower industry volume and lower market share, and
higher incentives.  Cost reductions were a partial offset.  Sales
were $15.4 billion, down from $18.2 billion for the same period a
year ago.

South America:

Ford's South America automotive operations reported a third-
quarter pre-tax profit of $222 million, an improvement from a pre-
tax profit of $96 million a year ago.  The improvement was
primarily explained by higher volume and favorable pricing.  Sales
for the third quarter improved to $1.5 billion from $1.2 billion
in 2005.

Ford Europe

Ford Europe's third-quarter pre-tax loss was $13 million compared
with a pre-tax loss of $55 million during the 2005 period.  The
improvement came from higher vehicles sales, partially offset by
higher pension-related costs, lower profits from operations in
Turkey and negative net pricing.  During the third quarter, Ford
Europe's sales were $7.3 billion, compared with $6.4 billion
during third quarter 2005.


Premier Automotive Group:

Premier Automotive Group reported a pre-tax loss of $593 million
for the third quarter, compared with a pre-tax loss of
$108 million for the same period in 2005.   The decline was
explained by adverse cost performance, primarily reflecting
adjustments to Jaguar and Land Rover warranty accruals and lower
volume at all operations, excluding Aston Martin.  Improvements in
overhead costs were offset by increases in advertising.  Third-
quarter sales for PAG were $6.5 billion, compared with
$6.8 billion a year ago.

Asia Pacific and Africa:

For the third quarter, Asia Pacific and Africa reported a pre-tax
loss of $56 million, compared with a pre-tax profit of $21 million
a year ago.  The decline primarily reflected lower production and
dealer inventories, adverse mix, and higher incentives, partially
offset by cost reductions. Sales were $1.6 billion, compared with
$1.9 billion in 2005.

Mazda:

During the third quarter of 2006, Ford's share of Mazda pre-tax
profits and associated operations was $40 million, compared with
$112 million during the same period a year ago.  The decline
primarily reflected the non-recurrence of mark-to-market gains on
Mazda convertible bonds during 2005, which have now been entirely
converted to equity.

Other Automotive:

Third-quarter results included a pre-tax profit of $553 million in
Other Automotive, compared with a loss of $241 million a year ago.
The year-over-year improvement relates to tax-related interest and
higher portfolio returns.

                  Financial Services Sector

For the third quarter, the Financial Services sector earned a pre-
tax profit of $448 million, compared with a pre-tax profit of
$1.1 billion a year ago.

Ford Motor Credit Company reported net income of $262 million in
the third quarter of 2006, down $315 million from net income of
$577 million a year earlier.  On a pre-tax basis from continuing
operations, Ford Motor Credit earned $428 million in the third
quarter, compared with $901 million in the previous year.  The
decrease in earnings was attributed to lower financing margins,
higher depreciation expense and the impact of lower average
receivable levels.

                     Cash and Liquidity

The company ended the quarter with total cash, including
automotive cash, marketable securities, loaned securities and
short-term Voluntary Employee Beneficiary Association assets at
Sept. 30, 2006 of $23.6 billion, unchanged from the end of the
second quarter.  The company's operating-related cash flow was
$3.1 billion negative for the quarter.  During the quarter,
$3 billion was transferred out of long-term VEBA and is now
included in total cash.

Don Leclair, executive vice president and chief financial officer
said, "As we restructure our business we will continue to make
investments in products necessary to ensure Ford's future success.
Throughout this period, maintaining strong liquidity will continue
to be a high priority."

                          Restatement

Ford has announced plans to restate certain financial results to
correct accounting under SFAS 133.  The preliminary third-quarter
results do not reflect these corrections.  The company expects to
finalize restatement amounts for this and previous periods by the
time it files its Quarterly Report on Form 10-Q for the quarter
ended Sept. 30, 2006. Financial statements pertaining to the 2006
third quarter will be provided at that time.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
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.


FORD MOTOR: DBRS Comments on 3rd Quarter Results & May Cut Ratings
------------------------------------------------------------------
Dominion Bond Rating Service notes that Ford Motor Company
reported that it plans to restate previous financial results
from 2001 through to the second quarter of 2006 to correct the
accounting for certain derivative transactions under Statement of
Financial Accounting Standards (FAS) 133.

DBRS believes that the restatements will not have a material
impact on the financial profile of the Company and, hence,
does not warrant any rating actions at this time.  Although the
restatements would affect the net income reported in those
periods, the transactions are non-cash and the restatements, on
a net basis, are not expected to have a notable impact on the
Company's financial position.  More importantly, the restatements
do not affect the availability of the majority of the Company's
committed credit facilities.  As at the end of September 30, 2006,
the Company has about $6 billion of contractually committed credit
facilities with financial institutions.

DBRS notes that the accounting error occurred at Ford Motor Credit
Company, Ford's wholly owned finance subsidiary.  Ford Credit had
incorrectly accounted for certain interest rate swaps which it
used to hedge against the interest rate risk inherent in certain
long-term fixed rate debt.  Ford has indicated that the
restatements will have no impact on the Company's cash. The
restatements will affect the Company's preliminary financial
results for the 2006 third quarter announced today and will
improve the Company's results in 2002 materially.

However, the impact of the restatements on the other affected
periods cannot be determined at this time.  Ford expects to
finalize the restatement amounts by the time of the filing of the
Quarterly Reports on Form 10-Q for the quarter ended September 30,
2006, usually within 45 days after the period end.  DBRS expects
the Company to file its restated statements to compile statutory
requirements.  However, if the Company is not able to file its
restated financial statement on time, DBRS will assess the
situation and will take appropriate rating actions at that time.

In addition, DBRS notes that, during a discussion of the third
quarter results, the Company has indicated that it may tap the
secured market in the future.  If the Company were to issue
secured debt, DBRS, in accordance with policy, would assign the
most senior rating of Ford, which is currently B with a Negative
trend, to the secured debt.

Consequently, the ratings of the unsecured debts of Ford would
be lowered by at least one notch to B (low) with a Negative trend.
Additionally, the unsecured debt ratings of Ford Motor Credit
Company and Ford Credit Canada Limited would be lowered
accordingly to maintain the one rating differential between the
credit company and the parent company.

DBRS notes that the weak third quarter results announced by
Ford today are in line with expectations.  Although the costs
associated with accelerating the "Way Forward" plan are higher
than anticipated, DBRS believes that the Company should have
sufficient liquidity on hand to fund the initiatives as well as
ongoing operating needs.  However, the Company continues to face
significant headwinds to turn itself around.

In addition, the Company has much less financial flexibility going
forward due to a shrinking cash position from expected negative
cash flow from operations through 2008 and cash outlays related to
the restructuring initiatives.  DBRS believes that the Company may
face liquidity problems if there are delays or problems in
executing the "Way Forward" plan.  Hence, DBRS may take rating
action if progress in cost reduction is stalled or the new
products fail to support the Company's effort to achieve the
market share target.


FORD MOTOR: Restating Results for Accounting Under SFAS 133
-----------------------------------------------------------
Ford Motor Company plans to restate previous financial results
from 2001 through the second quarter of 2006 to correct the
accounting for certain derivative transactions under the Statement
of Financial Accounting Standards 133, Accounting for Derivative
Instruments and Hedging Activities.

The correction to the accounting does not affect the economics of
the derivative transactions, nor have any impact on the company's
cash.  However, the restatements are expected to affect the
preliminary financial results Ford reported for its 2006 third
quarter.  The company expects to finalize restatement amounts for
the current period and all previous periods by the time of the
filing of its Quarterly Report on Form 10-Q for the quarter ended
Sept. 30, 2006.

Ford discovered that since 2001, certain interest rate swaps Ford
Motor Credit Company had entered into to hedge the interest rate
risk inherent in certain long-term fixed rate debt were accounted
for incorrectly under SFAS 133 because they did not satisfy the
standard's technical accounting rules to qualify for exemption
from the more strict effectiveness testing requirements.  Ford
Motor Credit Company uses transactions involving derivatives,
including swaps, forwards and options, to reduce economic risk and
volatility in a disciplined and defensive manner.

PricewaterhouseCoopers LLP, the company's independent registered
public accounting firm, audited Ford's 2001 through 2005 financial
statements, which included a review of these swaps.

"This is a very complicated accounting standard, and
interpretation of its proper application has continued to evolve,"
said Executive Vice President and Chief Financial Officer Don
Leclair.  "Our overall hedging strategy is sound.  We will correct
our accounting for these types of derivative instruments.  We
remain committed to strong internal controls and reporting
transparency."

Ford Motor Credit Company's interest rate swaps were entered into
as part of the unit's asset-liability management strategy.  The
swaps economically hedge the interest rate risk associated with
long-term debt issuances. Although the final restatement amounts
have not yet been determined, we estimate based on the information
to date that Ford and Ford Motor Credit Company's results in 2002
will improve materially. Other periods are still under study.

                       About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
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.


FORD MOTOR: FMCC Earns $262 Million in 2006 Third Quarter
---------------------------------------------------------
Ford Motor Credit Company reported preliminary financial results
with third quarter profits.  At the same time, Ford Motor Credit
disclosed plans to restate previous financial results from 2001
through the second quarter of 2006 to correct the accounting for
certain derivative transactions under the Statement of Financial
Accounting Standards 133, Accounting for Derivative Instruments
and Hedging Activities.

Ford Motor Credit reported net income of $262 million in the third
quarter of 2006, down $315 million from earnings of $577 million a
year earlier.  On a pre-tax basis from continuing operations, Ford
Motor Credit earned $428 million in the third quarter, compared
with $901 million in the previous year.  The decrease in earnings
primarily reflected lower financing margins, higher depreciation
expense and the impact of lower average receivable levels.

"Our high-quality portfolio continues to perform very well,
generating profits and dividends for Ford Motor Company," said
Mike Bannister, chairman and CEO.  "Our recently announced North
American restructuring along with our efforts to reduce our costs
globally will further enhance our operational effectiveness."

On September 30, Ford Motor Credit's on-balance sheet net
receivables totaled $135 billion, compared with $132 billion on
December 31, 2005.  Managed receivables, which include on-balance
sheet receivables and securitized off-balance sheet receivables
that we continue to service, were $148 billion, compared with
$150 billion on December 31, 2005. Ford Motor Credit paid cash
dividends of $300 million during the third quarter.

               Restatement of Financial Results

Ford Motor Credit Company plans to restate previous financial
results from 2001 through the second quarter of 2006 to correct
the accounting for certain derivative transactions under the
Statement of Financial Accounting Standards 133, Accounting for
Derivative Instruments and Hedging Activities.

The correction to the accounting does not affect the economics of
the derivative transactions, or have any impact on the company's
cash.  However, the restatements are expected to affect the
preliminary financial results Ford Motor Credit Company for its
2006 third quarter.  Ford Motor Credit Company expects to finalize
restatement amounts for the current and all previous periods by
the time of the filing of its Quarterly Report on Form 10-Q for
the quarter ended Sept. 30, 2006.

The company discovered that since 2001, certain interest rate
swaps Ford Motor Credit Company had entered into to hedge the
interest rate risk inherent in certain long-term fixed rate debt
were accounted for incorrectly under SFAS 133 because they did not
satisfy the standard's technical accounting rules to qualify for
exemption from the more strict effectiveness testing requirements.
Ford Motor Credit Company uses transactions involving derivatives,
including swaps, forwards and options, to reduce economic risk and
volatility in a disciplined and defensive manner.

PricewaterhouseCoopers LLP, the company's independent registered
public accounting firm, audited Ford Motor Credit Company's 2001
through 2005 financial statements, which included a review of
these swaps.

"We are very disappointed that we must restate our earnings," said
Bannister.  "We are committed to strong internal controls and
reporting transparency.  Our business fundamentals remain sound,
and our operations remain highly efficient and profitable."

Ford Motor Credit Company's interest rate swaps were entered into
as part of its asset-liability management strategy.  The swaps
economically hedge the interest rate risk associated with long-
term debt issuances.  Although the final restatement amounts have
not yet been determined, based on the information to date, the
Company estimates that Ford Motor Credit Company's results in 2002
will improve materially - other periods are still under study.

                        About FMCC

Ford Motor Credit Company -- http://www.fordcredit.com/-- is one
of the world's largest automotive finance companies and has
supported the sale of Ford products since 1959.  Ford Motor Credit
operates in 36 countries and manages approximately $148 billion in
receivables.  Ford Motor Credit is an indirect, wholly owned
subsidiary of Ford Motor Company.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
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.


GE CAPITAL: Moody's Cuts Caa1 Rating on $4.2 Mil. Certs. to Caa3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the ratings of three classes and affirmed the ratings
of nine classes of GE Capital Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2001-1:

     Class A-1, $65,660,884,  Fixed, affirmed at Aaa
     Class A-2, $703,045,000, Fixed, affirmed at Aaa
     Class X-1, Notional, affirmed at Aaa
     Class X-2, Notional, affirmed at Aaa
     Class B, $45,157,000, Fixed, affirmed at Aaa
     Class C, $49,390,000, Fixed, affirmed at Aa2
     Class D, $15,523,000, Fixed, upgraded to Aa3 from A1
     Class E, $15,522,000, Fixed, upgraded to A2 from Baa1
     Class F, $15,523,000, Fixed, upgraded to Baa1 from Baa2
     Class G, $14,112,000, Fixed, upgraded to Baa2 from Baa3
     Class H, $25,400,000, Fixed, affirmed at Ba1
     Class I, $18,345,000, Fixed, affirmed at Ba2
     Class J, $9,878,000,  Fixed, affirmed at Ba3
     Class K, $9,878,000,  Fixed, downgraded to B3 from B1
     Class L, $14,112,000, Fixed, downgraded to Caa2 from B3
     Class M, $4,233,000,  Fixed, downgraded to Caa3 from Caa1

As of the October 15, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 10.0%
to $1.0 billion from $1.1 billion at securitization. The
Certificates are collateralized by 144 mortgage loans ranging in
size from less than 1.0% to 4.6% of the pool, with the top 10
loans representing 30.0% of the pool. The pool includes two
investment grade shadow rated loans, representing 7.6% of the
pool. Twenty-five loans, representing 17.8% of the pool, have
defeased and have been replaced with U.S. Government securities.

Four loans have been liquidated from the trust resulting in
aggregate realized losses of approximately $8.2 million. Two
loans, representing 1.3% of the pool, are in special servicing.
Moody's has estimated aggregate losses of approximately $4.9
million for the specially serviced loans. Twenty-seven loans,
representing 14.0% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2005 operating results for
93.0% of the performing loans. Moody's loan to value ratio ("LTV")
for the conduit component is 86.7%, compared to 88.6% at Moody's
last full review in April 2005 and compared to 89.2% at
securitization. Moody's is upgrading Classes D, E, F and G due to
stable overall pool performance and a large percentage of defeased
loans. Classes C and D were upgraded on August 2, 2006 and placed
on review for further possible upgrade based on a Q tool based
portfolio review (see "US CMBS: Q Tool Based Portfolio Review
Results in Numerous Upgrades," Moody's Special Report, August 2,
2006). Moody's is downgrading Classes K, L and M due to realized
and projected losses from the specially serviced loans and LTV
dispersion. Based on Moody's analysis, 18.1% of the conduit pool
has a LTV greater than 100.0% compared to 9.5% at last review and
compared to 0.0% at securitization.

The largest shadow rated loan is the 59 Maiden Lane Loan ($47.1
million - 4.6%), which is secured by a 1.1 million square foot
Class B office building located in the financial district
submarket of New York City. The building is 97.0% occupied, the
same as at last review. Approximately 25.0% of the building is
occupied by several New York City and New York State government
agencies under leases expiring in 2020. Moody's current shadow
rating is Aaa, the same as at last review.

The second shadow rated loan is the ELL Portfolio II Loan ($30.4
million - 3.0%), which is secured by seven limited service hotels
operating as Hampton Inn (5), Comfort Inn (1) and Homewood Suites
(1). The hotels contain a total of 859 rooms. The portfolio's
performance has improved since last review due to increased
revenue and loan amortization. The portfolio's overall occupancy
and RevPAR for 2005 were 69.0% and $59.00, compared to 65.0% and
$52.16 at last review. Moody's current shadow rating is Baa1,
compared to Baa2 at last review.

The top three conduit loans represent 9.4% of the outstanding pool
balance. The largest conduit loan is the Long Wharf Maritime
Center I Loan ($35.4 million - 3.5%), which is secured by a
416,000 square foot Class A office building located in the harbor
area immediately south of downtown New Haven, Connecticut. The
property is 97.0% occupied, essentially the same as at last
review. The major tenant is Southern New England Telephone
(Moody's backed senior unsecured rating A2 - stable outlook; 58.0%
NRA; lease expiration January 2008). Moody's LTV is 79.1%,
compared to 83.6% at last review.

The second largest conduit loan is the 818 West Seventh Street
Loan ($31.9 million - 3.2%), which is secured by a 378,000 square
foot office building located in downtown Los Angeles, California.
The property is largely tenanted by technology related firms. The
largest tenant is Level 3 Communications (Moody's senior unsecured
rating Caa2 - stable outlook), which occupies 20.0% of the
premises under a lease expiring in February 2016. The property is
82.0% occupied, compared to 89.3% at last review and compared to
100.0% at securitization. Moody's LTV is 81.4%, compared to 82.9%
at last review.

The third largest conduit loan is the Pescadero Apartments Loan
($27.5 million - 2.7%), which is secured by a 170-unit Class A
apartment complex located 26 miles southeast of San Francisco in
Redwood City, California. The property is 95.0% occupied, compared
to 91.0% at securitization. Financial performance has declined due
to soft market conditions, increased competition and increased
operating expenses. Moody's LTV is in excess of 100.0%, compared
to 97.3% at last review.

The pool's collateral is a mix of office (32.7%), retail (22.7%),
U.S. Government securities (17.8%), multifamily (13.0%),
industrial and self storage (7.8%) and lodging (6.0%). The
collateral properties are located in 35 states and the District of
Columbia. The highest state concentrations are California (24.3%),
Florida (9.7%), New York (7.0%), Georgia (6.7%) and Texas (6.5%).
All of the loans are fixed rate.


GE COMMERCIAL: Moody's Holds B3 Rating on $5.9 Mil. Class O Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of 14 classes of GE Capital Commercial
Mortgage Corp., Commercial Mortgage Pass-Through Certificates,
Series 2003-C1:

     Class A-1, $68,341,421, Fixed, affirmed at Aaa
     Class A-1A, $200,928,043, Fixed, affirmed at Aaa
     Class A-2, $108,049,000, Fixed, affirmed at Aaa
     Class A-3, $156,269,000, Fixed, affirmed at Aaa
     Class A-4, $367,323,000, Fixed, affirmed at Aaa
     Class X-1, Notional, affirmed at Aaa
     Class X-2, Notional, affirmed at Aaa
     Class B, $41,611,000, Fixed, affirmed at Aaa
     Class C, $16,347,000, Fixed, upgraded to Aaa from Aa1
     Class D, $25,264,000, Fixed, upgraded to Aa1 from Aa3
     Class E, $16,347,000, Fixed, upgraded to Aa3 from A2
     Class F, $10,403,000, Fixed, upgraded to A1 from A3
     Class G, $16,347,000, Fixed, upgraded to A3 from Baa1
     Class H, $16,347,000, Fixed, upgraded to Baa2 from Baa3
     Class J, $25,264,000, Fixed, affirmed at Ba1
     Class K, $8,916,000,  Fixed, affirmed at Ba2
     Class L, $7,431,000,  Fixed, affirmed at Ba3
     Class M, $2,972,000,  Fixed affirmed at B1
     Class N, $10,403,000, Fixed, affirmed at B2
     Class O, $5,944,000,  Fixed, affirmed at B3

As of the October 10, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by 5.5% to
$1.1 billion from $1.2 billion at securitization.  Moody's
conducted a full review of this transaction in June 2006.  Since
that time, six loans representing 10.7% of the pool have defeased,
increasing the percentage of defeased loans to 18% from 7.3% at
last review.  The largest loan in the pool, the Renaissance Tower
Loan ($71.2 million - 6.3%), defeased in October 2006.  Moody's is
upgrading Classes C, D, E, F, G and H due to the increased
defeasance and stable overall performance.


GENERAL MOTORS: Prepares for Possible Proxy Battle with Kerkorian
-----------------------------------------------------------------
General Motors Corp. has beefed up its ranks of legal and
financial advisors in preparation for a possible takeover by
investor Kirk Kerkorian, Bernard Simon writes for the Financial
Times.

According to CNNMoney, GM advisors include Goldman Sachs and
Morgan Stanley, which it had recruited to devise safeguards
against Mr. Kerkorian.

Analysts interviewed by FT say that Mr. Kerkorian could launch a
proxy battle to replace some of GM's directors and exert greater
control over the automaker.

Mr. Kerkorian however, has kept silent about his plans for GM
after a proposed merger with Renault-Nissan, which  he had
supported collapsed last month.  Jerome York,  Mr. Kerkorian's
representative to GM, resigned from the automaker's board after
talks with Renault-Nissan ended.

GM had refused to pursue an alliance with Renault-Nissan, saying a
partnership with the Franco-Japanese carmaker would substantially
disadvantage GM shareholders.  GM stated that it will focus its
energies on its turnaround program and claimed that it is making
real progress in its efforts.

Mr. Simon further reports that GM's board has approved certain
changes in the Company's bylaws intended to curb outsiders from
removing existing directors and putting issues to a shareholder
vote.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
would remain on CreditWatch with negative implications, where they
were placed March 29, 2006.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GENERAL MOTORS: GMAC Gets EC Clearance for Cerberus Purchase
------------------------------------------------------------
The European Commission has granted clearance under the EU Merger
Regulation to the acquisition of sole control of General Motors
Acceptance Corporation by Cerberus Group.

Cerberus is active in investment in real property and personal
property worldwide and is ultimately controlled by Stephen A.
Feinberg.  GMAC is active in the EEA in vehicle related activities
such as loan and leasing finance, reinsurance, second hand vehicle
sales and fleet management services and in financial services and
employee relocation services.

The Commission examined the operation under its simplified merger
review procedure.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2006,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
would remain on CreditWatch with negative implications, where they
were placed March 29, 2006.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GENESCO INC: Earns $5.9 Million in Quarter Ended July 29
--------------------------------------------------------
Genesco Inc. filed its second quarter financial report with the
Securities and Exchange Commission on Sept. 9, 2006.

The company reported net earnings of $5,944,000 for the quarter
ended July 29, 2006, compared to net earnings of $6,766,000 for
the same period in 2005.

For the second quarter, the company generated $304,301,000 of net
sales compared to $275,168,000 in the prior year.

At July 29, 2006, the company's balance sheet showed $762,109,000
in total assets, $405,589,000 in total liabilities and
$356,520,000 in total stockholders' equity.

A full-text copy of the company's second quarter report is
available for free at http://researcharchives.com/t/s?13e0

                       About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO)
-- http://www.genesco.com/-- sells footwear, headwear and
accessories in more than 1,750 retail stores in the United States
and Canada, principally under the names Journeys, Journeys Kidz,
Johnston & Murphy, Underground Station, Hat World, Lids, Hat Zone,
Cap Factory, Head Quarters and Cap Connection, and on internet
websites http://www.journeys.com/http://www.journeyskidz.com/
http://www.undergroundstation.com/http://www.johnstonmurphy.com/
http://www.lids.com/http://www.hatworld.com/and
http://www.lidscyo.com/

The Company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers and Perry Ellis
brands.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Standard & Poor's Ratings Services revised its outlook on
Nashville, Tennessee-based Genesco Inc. to positive from stable.
At the same time, the bank loan and recovery ratings on Genesco's
senior secured credit facility are raised to 'BB' from 'BB-' and
to '1' from '2', reflecting the rating agency's expectation of
full recovery in the event of default.  All other ratings,
including the company's 'BB-' corporate credit rating, are
affirmed.

The Troubled Company Reporter also reported on Sept. 28, 2006 that
Moody's Investors Service withdrew its Ba3 rating on Genesco,
Inc.'s senior secured bank credit facilities; upgraded the
company's convertible subordinated debentures from B2 to B1;
affirmed its Ba3 corporate family rating, and applied its new
Probability of Default and Loss Given Default rating methodology
to all of the company's long term ratings.


GERDAU AMERISTEEL: Inks $104 Million JV Pact with Pacific Coast
---------------------------------------------------------------
Gerdau Ameristeel Corporation has agreed to enter into a joint
venture with Pacific Coast Steel, Inc. and Bay Area Reinforcing.
Gerdau Ameristeel will acquire a controlling interest in the new
joint venture, Pacific Coast Steel.

PCS and BAR, which are commonly owned, comprise one of the
country's largest reinforcing steel contractors, specializing in
the fabrication and installation of reinforcing steel products
across a variety of construction projects throughout California
and Nevada.  PCS was recently listed by the Engineering New-
Record, a leading national publication on engineering and
construction, as one of the top 50 Specialty Contractors in the
United States.

PCS and BAR have in excess of 1,000 employees, including over 800
field ironworkers.  Additionally, they operate four rebar
fabrication facilities in California, including San Diego, San
Bernardino, Fairfield, and Napa, with a combined capacity in
excess of 200,000 tons per year.

"We are extremely excited about the opportunities this transaction
brings.  It supports our approach of strategically growing our
core downstream business, rebar fabrication, and provides the
knowledge base of in-field placing.  The management team of PCS is
well respected in the industry and second to none on the west
coast," remarked J. Neal McCullohs, Vice President of Commercial
and Downstream Operations for Gerdau Ameristeel.

Mario Longhi, President and CEO of Gerdau Ameristeel commented:
"Strategically growing our downstream operations is integral to
the overall success of Gerdau Ameristeel.  PCS is currently a
customer of our newly acquired Sand Springs, Oklahoma mill, as
well as our mill in Beaumont, Texas.  The partnership should be
immediately accretive to our earnings."

The purchase price for the interest in Pacific Coast Steel is
expected to be approximately $104 million in cash, less the
assumption of certain long-term liabilities.  The transaction,
which is subject to satisfactory completion of anti-trust and
applicable regulatory reviews and other customary closing
conditions, is expected to close in the fourth quarter of 2006.
Gerdau Ameristeel has sufficient cash available to fund the
transaction.  The transaction will include certain put and call
rights beginning on the fifth anniversary of the transaction.

                      About Gerdau Ameristeel

Gerdau Ameristeel -- http://www.gerdauameristeel.com/-- is the
second largest minimill steel producer in North America with
annual manufacturing capacity of over 9 million tons of mill
finished steel products.  Through its vertically integrated
network of 17 minimills (including one 50%-owned minimill), 17
scrap recycling facilities and 46 downstream operations, Gerdau
Ameristeel primarily serves customers in the eastern two-thirds of
North America.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service's confirmed its Ba2 Corporate Family
Rating for Gerdau Ameristeel Corporation and its Ba3 rating on the
Company's $450 million issue of 10.375% guaranteed senior
unsecured global notes due 2011.  Moody's also assigned an LGD5
rating to those loans, suggesting noteholders will experience a
83% loss in the event of a default.


GREENWICH CAPITAL: Moody's Holds Low-B Ratings on 6 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes
and affirmed the ratings of 14 classes of Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002-C1:

     Class A-1, $40,999.729, Fixed,  affirmed at Aaa
     Class A-2, $74,968,855, Fixed,  affirmed at Aaa
     Class A-3, $137,776,000, Fixed, affirmed at Aaa
     Class A-4, $608,235,000, Fixed, affirmed at Aaa
     Class XPB, Notional, affirmed at Aaa
     Class XP, Notional, affirmed at Aaa
     Class XC, Notional, affirmed at Aaa
     Class B, $46,515,000, WAC Cap, affirmed at Aaa
     Class C, $11,629,000, WAC Cap, upgraded to Aaa from Aa1
     Class D, $14,536,000, WAC Cap, upgraded to Aaa from Aa3
     Class E, $20,350,000, WAC Cap, upgraded to Aaa from A2
     Class F, $15,990,000, WAC Cap, upgraded to Aa2 from A3
     Class G, $15,989,000, WAC Cap, upgraded to A1 from Baa1
     Class H, $17,443,000, WAC Cap, upgraded to A3 from Baa2
     Class J, $14,536,000, WAC CAP, upgraded to Baa1 from Baa3
     Class K, $20,350,000, WAC Cap, affirmed at Ba1
     Class L, $20,351,000, WAC Cap, affirmed at Ba2
     Class M, $8,721,000, WAC Cap,  affirmed at Ba3
     Class N, $5,815,000, WAC Cap,  affirmed at B1
     Class O, $8,721,000, WAC Cap,  affirmed at B2
     Class P, $4,361,000, WAC Cap,  affirmed at B3

As of the October 16, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
4.5% to $1.1 billion from $1.2 billion at securitization.  The
Certificates are collateralized by 110 mortgage loans ranging in
size from less than 1.0% to 6.4% of the pool, with the top 10
loans representing 41.4% of the pool.  Twelve loans, including
three of the top ten loans, have defeased and have been replaced
with U.S. Government securities.  The defeased loans represent
22.1% of the pool.

Two loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $2.0 million.  Two loans,
representing less than 1.0% of the pool, are currently in special
servicing. Moody's is not projecting any losses from the specially
serviced loans.  Twenty seven loans, representing 12.7% of the
pool, are on the master servicer's watchlist.

Moody's was provided with full year 2005 operating results for
93.6% of the performing loans.  Moody's loan to value ratio is
81.2%, compared to 85.5% at Moody's last full review in June 2005
and compared to 87.8% at securitization.  Moody's is upgrading
Classes C, D, E, F, G, H and J due to improved pool performance, a
large percentage of defeased loans and increased subordination
levels.  Classes B and C were upgraded on August 2, 2006 and Class
C was placed on review for further possible upgrade based on a Q
tool based portfolio review.

The top three non-defeased loan exposures represent 13.5% of the
outstanding pool balance.  The largest conduit loan is the Jamaica
Center Loan ($56.8 million - 5%), which is secured by a 215,800
square foot retail center located in Jamaica, New York.

The property was completed in May 2002 and is 100% occupied,
essentially the same as at last review.  Major retail tenants
include a 15-screen multiplex movie theater operated by National
Amusement, Inc. (38.5% NRA; lease expiration May 2022), Old Navy
(13.9%; lease expiration May 2012) and The Gap (7.0%; lease
expiration May 2012).  In addition, the property has an office
tenant, Queens Educational Opportunity Center, which is a division
of the State University of New York (17.5% GLA; lease expiration
December 2012).  Moody's LTV is 77.6%, compared to 82.5% at last
review.

The second largest loan is the 900 Nicollet Mall Loan ($51.6
million - 4.6%), which is secured by a 500,000 square foot Class A
office/retail building located in the central business district of
Minneapolis, Minnesota.  The property is 99% occupied, compared to
85.7% at last review.  Major tenants include Oracle Corporation
(Moody's senior unsecured rating A3 - stable outlook; 53.9% NRA;
lease expiration March 2014) and Ryan Companies (16.4%, lease
expiration July 2015).  Ryan Companies is the property management
company and an affiliate of the borrower. Moody's LTV is 74.4%,
compared to 81.9% at last review.

The third largest exposure is the Price Self Storage Portfolio
($43.7 million - 3.9%), which is secured by three self storage
properties located in southern California.  The properties total
4,345 units, including 185 RV storage spaces.  The portfolio was
93.3% occupied as of June 2006, compared to 95.9% at
securitization.  Moody's LTV is 83.3%, compared to 86.1% at last
review.

The pool's collateral is a mix of retail, office, U.S. Government
securities, industrial and self storage, multifamily (6.6%) and
lodging.  The collateral properties are located in 37 states.  The
highest state concentrations are California, Maryland, Minnesota,
New York and Arizona.


HARRAH'S ENTERTAINMENT: Snubs Below-Market Offer from TRC Capital
-----------------------------------------------------------------
Harrah's Entertainment Inc. has received notice of unsolicited
"mini-tender" offer, made by TRC Capital Corporation, to purchase
up to 1,000,000 shares of its common stock, which represents
approximately 0.5% of the shares outstanding.

The company cautioned stockholders that TRC Capital's unsolicited
offer of $73 per share was approximately 2.05% below the $74.53
per share closing price of Harrah's common stock on Oct. 18, 2006,
the day before the offer commenced.

Harrah's does not recommend or endorse tendering shares in
response to this unsolicited offer in the event the tender offer
price is below the market price.  Harrah's said it is not
associated with TRC Capital or its offer.

According to Harrah's, TRC Capital has made similar below-market
"mini-tender" offers for the shares of other companies.  These
offers avoid many disclosure and procedural requirements of the
U.S. Securities and Exchange Commission.  The SEC has cautioned
investors about "mini-tender" offers in an investor alert.

Additional information on the risks of "mini-tender" offers can be
found on the SEC's web site at:

       http://www.sec.gov/investor/pubs/minitend.htm

Harrah's urges investors to obtain current market quotations for
their shares of common stock, consult with their broker or
financial advisor and exercise caution with respect to TRC
Capital's offer.

Harrah's stockholders who already have tendered their shares are
advised that they may withdraw their shares by providing the
written notice described in the TRC Capital offering documents
prior to the expiration of the offer currently scheduled for 12:01
a.m. ET on Nov. 17, 2006.

                          About Harrah's

Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc.
(NYSE:HET) -- http://www.harrahs.com/--  is a gaming corporation
that owns and operates casinos, hotels, and five golf courses
under several brands.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment and its subsidiary Harrah's Operating Co. Inc.,
including its long- and short-term corporate credit ratings to
'BB+' from 'BBB-' and to 'B' from 'A-3', respectively.  In
addition, these ratings were placed on CreditWatch with negative
implications.  This company had about $10.8 billion of reported
debt outstanding as of June 30, 2006.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Fitch Ratings downgraded the debt ratings of Harrah's
Entertainment Inc. and its principal operating subsidiary Harrah's
Operating Co.  Harrah's Entertainment's Issuer Default Rating was
lowered to 'BB+' from 'BBB-'.  Harrah's Operating Co.'s Issuer
Default Rating was also downgraded to 'BB+' from 'BBB-'.  Other
affected Harrah's Operating ratings include: Bank Credit Facility
to 'BB+' from 'BBB-', Senior Unsecured Notes to 'BB+' from 'BBB-'
and Subordinated notes to 'BB-' from 'BB+'.


HARRAH'S ENTERTAINMENT: Paying Quarterly Cash Dividend on Nov. 22
-----------------------------------------------------------------
The board of directors of Harrah's Entertainment Inc. has declared
a regular quarterly cash dividend of $0.40 per share, payable on
Nov. 22, 2006, to stockholders of record as of the close of
business on Nov. 8, 2006.  The shares will begin to trade ex-
dividend on Nov. 6, 2006.

                          About Harrah's

Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc.
(NYSE:HET) -- http://www.harrahs.com/--  is a gaming corporation
that owns and operates casinos, hotels, and five golf courses
under several brands.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment and its subsidiary Harrah's Operating Co. Inc.,
including its long- and short-term corporate credit ratings to
'BB+' from 'BBB-' and to 'B' from 'A-3', respectively.  In
addition, these ratings were placed on CreditWatch with negative
implications.  This company had about $10.8 billion of reported
debt outstanding as of June 30, 2006.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Fitch Ratings downgraded the debt ratings of Harrah's
Entertainment Inc. and its principal operating subsidiary Harrah's
Operating Co.  Harrah's Entertainment's Issuer Default Rating was
lowered to 'BB+' from 'BBB-'.  Harrah's Operating Co.'s Issuer
Default Rating was also downgraded to 'BB+' from 'BBB-'.  Other
affected Harrah's Operating ratings include: Bank Credit Facility
to 'BB+' from 'BBB-', Senior Unsecured Notes to 'BB+' from 'BBB-'
and Subordinated notes to 'BB-' from 'BB+'.


HASBRO INC: Earns $99.6 Million in 2006 Third Quarter
-----------------------------------------------------
Hasbro Inc. reported net revenues of $1.039 billion for the 2006
third quarter, up 5% compared to $988.1 million a year ago and
included a $9.6 million favorable impact from foreign exchange.

The Company reported net income of $99.6 million, which includes
stock-based compensation expense of $3.9 million, net of tax, due
to the required implementation of SFAS 123R at the beginning of
the year.  Net earnings prior to fiscal 2006 did not include
stock-based compensation expense.

In the third quarter of 2005 net earnings on a reported basis,
which did not include the effect of stock-based compensation
expense, were $92.1 million.

Alfred J. Verrecchia, President and Chief Executive Officer, said,
"We are pleased with our third quarter results.  Net revenues were
up 5%, with revenues excluding STAR WARS up 13% for the quarter
and year-to-date, driven in part by the success of LITTLEST PET
SHOP, PLAYSKOOL, NERF, PLAY-DOH, MONOPOLY, TRANSFORMERS and CLUE.
STAR WARS has performed well and continues to be the #1 action
figure property with $69 million in revenue for the quarter and
$182 million year-to-date, demonstrating the strength of the brand
even in a non-movie year.

"With the overall breadth and depth of our product portfolio we
have been able to grow our business for the quarter and year-to-
date, in spite of the revenue decline of $58 million for the
quarter and $193 million year-to-date in STAR WARS," Mr.
Verrecchia concluded.

"Earnings per diluted share were up a strong 23% in the quarter,
said David Hargreaves, Chief Financial Officer.  "Absent the Lucas
warrants mark to market expense of $0.09 per diluted share, the
underlying business performed even better with earnings per
diluted share increasing 43% to $0.67 per diluted share for the
quarter," he added.

North American segment revenues, which include all of the
Company's toys and games business in the United States, Canada and
Mexico, were $745.5 million for the quarter compared to
$712.3 million a year ago, reflecting strong performances from
LITTLEST PET SHOP, PLAYSKOOL, NERF, PLAY-DOH and MONOPOLY.  The
segment reported an operating profit of $111.6 million for the
quarter compared to $85.3 million last year, as adjusted to
include the impact of stock-based compensation.  In addition to
the higher revenues, the improvement in operating profit reflected
declines in amortization and royalty expenses, partially off-set
by increases in product development and advertising expenses.

International segment revenues for the quarter were $280.4 million
compared to $264.6 million a year ago and included a $9.3 million
favorable impact from foreign exchange.  Volume increases
reflected strong performance from LITTLEST PET SHOP, PLAYSKOOL,
TRANSFORMERS and MONOPOLY.  The International segment reported an
operating profit of $43.2 million compared to an operating profit
of $32.9 million in 2005, as adjusted to include the impact of
stock-based compensation expense.  The improvement in operating
profit is primarily due to decreases in royalty and amortization
expense.

The Company reported third quarter Earnings Before Interest,
Taxes, Depreciation and Amortization of $192.6 million compared to
$187.9 million in 2005.  The attached schedules provide a
reconciliation of diluted earnings per share and EBITDA to net
earnings for the third quarters and nine-month periods of 2006 and
2005.

During the quarter, the company repurchased approximately
6.6 million shares of common stock at a total cost of
$131 million.  Since June of 2005, the company has repurchased
23.5 million shares at a total cost of $465.3 million.

Headquartered in Pawtucket, Rhode Island, Hasbro, Inc. --
http://www.hasbro.com/-- provides children's and family leisure
time entertainment products and services, including the design,
manufacture and marketing of games and toys ranging from
traditional to high-tech.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2005,
Moody's Investors Service affirmed the Baa3 long-term debt rating
of Hasbro, Inc. and changed the ratings outlook to positive from
stable to reflect the expectation for continued-strong operating
performance and cash flows, leading to further debt reduction and
credit metric improvement over the near-to-intermediate-term.
Ratings affirmed include the Baa3 senior unsecured debt rating and
the (P)Ba1 rating for subordinated debt.


HERTZ CORP: S&P Retains Negative Watch on BB- Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services stated that its ratings on
Hertz Corp., including the 'BB-' corporate credit rating, remain
on CreditWatch with negative implications, where they were placed
on June 26, 2006.

The initial CreditWatch placement was based on potential
incremental debt at Hertz, the sole operating entity of Hertz
Global Holdings Inc., to fund a dividend of approximately $1
billion to its shareholders just six months after the company's
acquisition; this was completed on June 30, 2006.  "[Mon]day's
CreditWatch update follows the filing by Hertz Global Holdings,
the indirect parent company of Hertz, of an amended S-1 for an
IPO, proceeds of which would be used to pay off the $1 billion
loan to fund the June 30, 2006, dividend, and to fund yet another
dividend to Hertz's shareholders," said Standard & Poor's credit
analyst Betsy Snyder.

Standard & Poor's will review the progress of the IPO and, if
successful, its effect on Hertz's financial profile, to resolve
the CreditWatch.  The resolution of the CreditWatch will also
incorporate an assessment of the company's more aggressive than
expected financial policy, as evidenced by the large dividend
payouts to its shareholders.

The ratings on Park, Ridge, New Jersey-based Hertz Corp. reflect a
weakened financial profile after the successful completion of its
$14 billion acquisition, reduced financial flexibility, and the
price-competitive nature of on-airport car rentals and equipment
rentals.  Ratings also incorporate the company's position as the
largest global car rental company and the strong cash flow its
businesses generate.  Hertz was acquired from Ford Motor Co. by
Clayton, Dubilier & Rice Inc., The Carlyle Group, and Merrill
Lynch Global Private Equity in December 2005.  The acquisition,
which added over $2 billion of debt to Hertz's balance sheet, has
resulted in an increase in its borrowing costs, and credit ratios
have weakened from previous relatively healthy levels.  In
addition, the company's historically strong financial flexibility
has declined somewhat, with around two-thirds of its tangible
assets now secured, compared to around 10% previously.

Hertz, the largest global car rental company, participates
primarily in the on-airport segment of the car rental industry.
The segment, which generates approximately 69% of Hertz's
consolidated revenues, is heavily reliant on airline traffic.
Demand tends to be cyclical, and can also be affected by global
events such as wars, terrorism, and disease outbreaks.  Hertz has
also grown its off-airport business (12% of consolidated
revenues), the segment of the car rental business that is less
cyclical and more profitable, but which is dominated by 'A-' rated
Enterprise Rent-A-Car Co.  Through its Hertz Equipment Rental
Corp. subsidiary (HERC, 18% of consolidated revenues), Hertz also
operates one of the larger industrial and construction equipment
renters in the U.S., along with some European locations.


HOLLY ENERGY: Moody's Assigns Loss-Given-Default Ratings
--------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba3 corporate
family rating on Holly Energy Partners, L.P.

At the same time, the rating agency lowered its Ba3 probability-
of-default rating on the Company's 6.25% Sr. Unsec. Gtd. Global
Notes due 2015 to B1 and attached an LGD4 rating on these notes,
suggesting noteholders will experience a 62% loss in the event of
a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Holly Energy Partners, L.P., headquartered in Dallas, Texas,
provides refined petroleum product transportation and terminal
services to the petroleum industry, including Holly Corporation,
which owns a 48% interest in the Partnership subsequent to this
transaction.  The Partnership owns and operates refined product
pipelines and terminals primarily in Texas, New Mexico, Oklahoma,
Arizona, Washington, Idaho and Utah. In addition, the Partnership
owns a 70% interest in Rio Grande Pipeline Company, a transporter
of LPGs from West Texas to Northern Mexico.


HOUGHTON MIFFLIN: S&P Puts B Corp. Credit Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit rating on U.S.-based educational publisher
Houghton Mifflin LLC on CreditWatch with negative implications.

The 'B+' long-term corporate credit rating on Ireland-based
educational software publishing company Riverdeep Holdings PLC was
also placed on CreditWatch with negative implications.  This
reflects a potential combination of the two companies' operations
as well as a possible refinancing, although neither party has so
far confirmed that a transaction is being negotiated or that a
definitive agreement will be reached.

"The CreditWatch placements reflect a potential increase in the
combined group's financial leverage relative to the recent levels
seen at both companies, as well as the challenge of integrating
the two businesses," said Standard & Poor's credit analyst Anna
Overton.

Both companies are highly leveraged, with rapidly accreting
payment-in-kind notes in the capital structure putting pressure on
their financial management strategies.  Although the details of
the funding of the transaction have not emerged yet, equity
support is likely to remain thin.

Houghton Mifflin is the fourth-largest U.S. educational publisher,
with long-standing solid market shares in elementary and secondary
school publishing.  S&P does not expect the combined entity's
business risk profile to be materially different from that of
Houghton Mifflin, given the mature nature and entrenched
competition characterizing U.S. school publishing.  Nevertheless,
there might be some benefit from replicating the success of
Riverdeep's direct school sales and product management across the
combined organization.

"Standard & Poor's will seek to clarify the business and financial
strategy of the combined entity," added Standard & Poor's credit
analyst Hal Diamond.  "The ratings on both Houghton Mifflin and
Riverdeep could be lowered if it becomes evident that the combined
operating cash flow base cannot provide debt service coverage for
consolidated obligations comparable with levels seen at both
companies so far."


HYDROCHEM INDUSTRIAL: Moody's Holds B3 Rating on $150MM Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service changed the outlook of HydroChem
Industrial Services, Inc. to positive from stable.

Concurrently, Moody's affirmed:

     -- HydroChem's B2 Corporate Family Rating;

     -- B2 Probability-of-Default rating; and,

     -- the B3 rating on the $150 million 9.25% senior
        subordinated notes due 2013.

The ratings benefit from:

     -- the company's position in the industrial cleaning
        industry;

     -- long-standing client relationships;

     -- a stable underlying business;

     -- a geographically diverse revenue stream;

     -- relatively small individual job size; and,

    -- with trends toward single-vendor service relationships and
       centralized purchasing.

The ratings are constrained by the company's relatively small
size, constrained long-term revenue growth prospects as the trend
toward exporting US manufacturing continues, and large exposure to
the petrochemical and refining industry.  Rating constraints also
include a high percentage of intangibles on the balance sheet
constituting about 47% of assets.

The change in outlook to positive from stable recognizes ongoing
improvements in the HydroChem's credit statistics including solid
revenue growth, decreasing leverage and improving free cash flow
and interest coverage in recent quarters despite increasing fuel
and labor costs and other hurricane-related disruptions.  The
positive ratings outlook also reflects the company's record of
solid internal revenue growth over the past two-and-a-half years,
consistent operating margin despite cost pressures and, also,
Moody's expectation of good liquidity throughout the near term.

Continuing revenue growth combined with sustainable adjusted free
cash flow to debt ratios in excess of 5% while maintaining
adequate capital expenditures could result in an upgrade.  Moody's
expectations for an upgrade also include adjusted debt to EBITDA
ratios comfortably below five times.

Weak free cash flow generation resulting from a slowdown in
industrial production and associated reduction in cleaning and
maintenance expenditures, declining operating margins or dilutive
debt-financed acquisitions could cause the outlook to revert to
stable.

Moody's took these rating actions:

     -- Affirmed the B3 (LGD 4, 60%) rating on the $150 million
        9.25% senior subordinated notes, due 2013;

     -- Affirmed the B2 Corporate Family Rating;

     -- Affirmed the B2 Probability of Default rating.

The outlook for the ratings was changed to positive from stable.

Headquartered in Deer Park, Texas, HydroChem Industrial Services,
Inc. provides industrial cleaning services to a diversified client
base of over 800 customers, often under long-term contracts,
including Fortune 500 and S&P Global 1200 companies.  The company
offers hydroblasting, industrial vacuuming, chemical cleaning,
tank cleaning and related services at over 90 operating locations,
many of which are on the Gulf Coast. The company's revenues are
generated from services to the petrochemical industry, oil
refining, utilities, pulp and paper mills, with the remainder
coming from other industries.  Revenue for the twelve months ended
June 30, 2006 was $235 million.


INERGY LP: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba3 corporate
family rating on Inergy, L.P.

The rating agency also held its probability-of-default ratings and
assigned loss-given-default ratings on these loans and bond debt
obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   6.875% Sr. Unsec.
   Gtd. Global Notes
   due 2014                B1       B1     LGD4        67%

   8.25% Sr. Unsec.
   Gtd. Global Notes
   due 2016                B1       B1     LGD4        67%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Inergy, L.P.'s operations include the retail marketing, sale and
distribution of propane to residential, commercial, industrial and
agricultural customers.  Inergy serves approximately 700,000
retail customers from over 300 customer service centers throughout
the eastern half of the United States.  The company also operates
a natural gas storage business and a supply logistics,
transportation and wholesale marketing business that serves
independent dealers and multi-state marketers in the United States
and Canada.


INTERTAPE POLYMER: Provides Update on Ongoing Cost Reductions
-------------------------------------------------------------
Intertape Polymer Group Inc. expects to record a non-cash goodwill
impairment charge and is updating the status of its cost reduction
initiatives.

In accordance with applicable accounting requirements, the Company
is performing an impairment test as at Sept. 30, 2006 on its
goodwill.  This analysis is expected to result in a non-cash
impairment charge to operating expenses of approximately
$120 million to be recorded in the third quarter.  This impairment
relates to goodwill recorded at the time of various acquisitions
during the period from 1996 through 2000 in light of current
economic and market conditions.

                   Cost Reduction Update

The closing date of the Brighton, Colorado facility is expected to
be achieved ahead of schedule on Nov. 1, 2006 versus the
originally scheduled date of Jan. 1, 2007.  As a result of
productivity improvements at its other facilities, the Company has
determined that it does not need to relocate certain Brighton
equipment resulting in an additional non-cash write off
$10.4 million to be recorded in the third quarter of 2006.

The previously estimated cash outlay of $4.2 million in capital
expenditures and $3.8 million in equipment relocation costs will
therefore not be incurred.  The annual cost savings from this
revised initiative are now estimated to be $8.9 million as
compared to the previously announced $7.3 million.  These savings
will begin to be realized in the fourth quarter of 2006.

The Company's corporate aircraft is contracted for sale.  The
transaction is expected to close by the end of October with
estimated annual savings of approximately $2 million to begin in
the fourth quarter of 2006.

In addition to these previously announced initiatives, Intertape
disclosed further annual cost reductions of approximately
$7.4 million, principally in selling, general and administrative
expenses.  These further planned cost reductions will result in
additional severance costs of approximately $4.4 million to be
realized in the fourth quarter of 2006 and the first quarter of
2007.

In total, the Company has announced annualized cost reductions in
excess of $20 million that will begin to take effect in the fourth
quarter of 2006. These programs are intended to align the
Company's cost structure with its current revenue base.

                     Improved Cash Position

Intertape continues to focus on improving the utilization of its
working capital.  As at Sep. 30, 2006 the Company's cash balance
was $15.5 million, as compared to $8 million as at June 30, 2006.
The Company believes that it has the ability to generate
sufficient working capital, now and for the foreseeable future, to
meet the requirements of its day to day operations, given its
anticipated operating margins and expected results.  The Company
believes it has sufficient liquidity to meet its business
requirements for the foreseeable future.

"Intertape remains dedicated to providing its customers with a
complete range of products to meet their requirements, including
the launch of its new ICushion air pillow system and Clarity
display films.  This, coupled with the adjustments we are making
to align our cost base with the changes in the marketplace, in
addition to our focus on working capital management and the
resulting improvement in our cash balances, position the Company
to continue as an industry leader," stated Interim CEO Dale
McSween.

The Company is requesting an amendment to its Credit Facilities to
modify certain financial covenants and other provisions contained
therein.  Specifically, the Company is requesting that the lenders
under the Credit Facilities temporarily relax the interest
coverage, leverage ratio and fixed charges covenants and waive the
non-cash goodwill impairment charge.

Finally, the Company reports that while its CEO search process has
been successful in identifying well qualified candidates, the
Board of Directors is deferring the selection decision until the
outcome of the previously announced strategic alternatives process
becomes better defined.

                     About Intertape Polymer

Intertape Polymer Group -- http://www.intertapepolymer.com/--  
develops and manufactures specialized polyolefin plastic and paper
based packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2450 employees with operations in 18 locations, including 13
manufacturing facilities in North America and one in Europe.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Intertape Polymer Group Inc.
on CreditWatch with negative implications.   The CreditWatch
placement follows the company's announcement that its Board of
Directors will initiate a process to explore various strategic and
financial alternatives.  The nature of options being explored and
the timeline of the exercise have not been announced, but the
culmination of such an exercise could result in a change of
ownership.


JOJEMA HOLDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jojema Holding Group, Inc.
        4980 South Alma School, Suite 8
        Chandler, AZ 85248

Bankruptcy Case No.: 06-03505

Chapter 11 Petition Date: October 24, 2006

Court: District of Arizona (Phoenix)

Debtor's Counsel: J. Kent MacKinlay, Esq.
                  Warnock, MacKinlay & Associates, PLLC
                  1019 South Stapley Drive
                  Mesa, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


KEVIN HAMMERSMITH: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kevin J. Hammersmith
        1670 Woodstock Road
        Woodstock, MD 21163

Bankruptcy Case No.: 06-16647

Chapter 11 Petition Date: October 24, 2006

Court: District of Maryland (Baltimore)

Debtor's Counsel: John C. Schropp, Esq.
                  Coon & Cole, LLC
                  305 West Chesapeake Avenue, Suite 105
                  Towson, MD 21204
                  Tel: (410) 825-5717
                  Fax: (410) 825-6023

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Joyce and P.B. Melbourne         Promissory Note       $137,000
202 Queen Anne Club Drive
Stevensville, MD 21666-3310

Chase                                                   $32,122
201 North Walnut Street
Mailstop De1-1027
Wilmington, DE 19801

Fia MBNA                                                $24,575
P.O. Box 15311
Ms-Bl Collection
Wilmington, DE 19850

Boa MBNA                                                $17,083
P.O. Box 17054
Wilmington, DE 19884

HSBC/RS                          Charge Account    Undetermined
90 Christiana Road
New Castle, DE 19720

Chase                            Credit Card       Undetermined
4915 Independence Parkway
Tampa, FL 33634


KL INDUSTRIES: Unsecured Creditors to Receive Up to 20% Under Plan
------------------------------------------------------------------
KL Industries Inc. filed a Chapter 11 Plan of Reorganization and a
Disclosure Statement explaining that plan with the U.S. Bankruptcy
Court for the Northern District of Illinois in Chicago.

                        Summary of the Plan

The Plan provides for the liquidation of all the Debtor's property
and for a distribution of that property consistent with Section
726 of the Bankruptcy Code.

On the Plan's effective date, the Debtor's cash and assets that
are not sold or disposed will be transferred to a Liquidating
Trust that will be administered for the benefit of all Holders
with Allowed Claims.

                        Treatment of Claims

Under the Plan, claims against and interests in the Debtor are
divided into classes, which group together substantially similar
claims and interests.

Holders of Class 1 Non-Priority Tax Claims will be paid in full.

Class 2 Secured Claim of LaSalle will receive proceeds of its
collateral up to the amount of its Allowed Claim as of the
Debtor's bankruptcy filing, which is estimated to be $6 million.

Holdersof Class 3 Other Secured Claims will receive (i) the
collateral securing their claim or (ii) the liquidation proceeds
of the collateral securing their claim less costs of liquidation.

Holders of Class 4 General Unsecured Claims will receive their pro
rata share of the liquidation proceeds after payment of allowed
non-tax priority claims.  Distribution to this class is estimated
at 0% to 20%.

Holders of Class 5 Untimely Filed Claims will not receive anything
under the Plan.

Holders of Class 6 Interests will not receive anything under the
Plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=061024213220

Headquartered in Addison, Illinois, KL Industries, Inc.,
manufactures springs, assemblies and other products for the
automotive and electronic markets.  The Company does business as
KL Spring & Stamping Division, KL Spring Division, KL Stamping
Division, KL Assembly Division and American Metal Forming
Division.  The Company filed for bankruptcy protection on May 2,
2006 (Bankr. N.D. Ill. Case No. 06-04882).  Peter J. Roberts,
Esq., and Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
retained Winston & Strawn LLP, to represent it in the Debtor's
case.  CM&D Capital Advisors LLC is the Debtor's financial
Advisor.  In its schedules of assets and liabilities, the Debtor
listed $10,462,451 in total assets and $11,898,913 in total
liabilities.  The Debtor wants its exclusive-filing period
extended to Oct. 6, 2006.


KMART CORP: Wants FLOORgraphics' Claim Estimated at $3 Million
--------------------------------------------------------------
Kmart Corporation asks the U.S. Bankruptcy Court for the Northern
District of Illinois to estimate FLOORgraphics, Inc.'s Claim No.
42242 at $3,000,000 for reserve purposes.  The Claim arises out of
Kmart's rejection of a services agreement with FGI.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, recounts that at the time
Kmart emerged from Chapter 11, claimants filed 15,518 proofs of
claim seeking recovery afforded under Class 5 of the confirmed
Plan of Reorganization.  Class 5 claimants have the right to
receive pro rata shares of stock in Reorganized Kmart Corp.

Pursuant to the Plan, Kmart would reserve a portion of the Stock
otherwise allocable to holders of allowed Class 5 claims pending
the conclusion of the claims wind-down or reconciliation process.
The initial distribution reserve was set at 50%.  Mr. Barrett
notes that since then, Kmart has reduced the reserve to 5%.

Mr. Barrett tells the Court that as of October 12, 2006, less
than 100 Class 5 claims totaling $200,000,000 remain disputed,
$102,000,000 of which are for determination before the Court.

The largest remaining Class 5 disputed claim, according to Mr.
Barrett, is FGI's Claim No. 42242 for $59,000,000, which
represents almost 30% of the total remaining disputed claims.
Because the Claim remains unresolved, Kmart continues to reserve
sufficient Stock under the Plan to satisfy the Claim in its full,
asserted amount.

Mr. Barrett notes that pursuant to a Court ruling dated Jan. 25,
2006, the FGI Claim has been effectively capped.  By barring the
admission of a document FGI attempted to introduce into evidence,
the Court concluded that the FGI Agreement had a limited
duration.  Thus, the FGI Claim must be substantially reduced, if
not entirely expunged, Mr. Barrett asserts.

In addition, the January 2006 Ruling limited possible recovery by
FGI on its claim to pre-rejection damages.  To the extent that
FGI can recover on any pre-rejection damages, Mr. Barrett says
the damages would be minimal compared to the amount that FGI
seeks in its Claim.

Mr. Barrett relates that the relief sought will neither harm nor
hinder FGI's ability to fully recover on its Claim because:

    -- to the extent that the FGI Claim is ultimately allowed in
       an amount greater than $3,000,000, FGI will receive the
       full value of that allowed claim in cash;

    -- Kmart is fully indemnified by News America Marketing In-
       Store Services, Inc., for any amounts it is required to pay
       FGI relating to the Claim; and

    -- as long as the FGI dispute remains outstanding, Kmart
       cannot reallocate the FGI Claim's Stock reserve to the many
       holders of allowed Class 5 claims, which in turn continues
       to prevent Kmart from concluding the claims reconciliation
       process.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 118; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


KMART CORP: Court Okays Summary Judgment Against Ashland's Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
granted summary judgment in Kmart Corp.'s favor with respect to
Kmart's objection to Ashland Inc.'s Claim No. 14688.

In 2002, Kmart filed its schedules of assets and liabilities,
which list included unsecured claims from:

    (1) Valvoline Co. -- Claim No. 10582442 for $536,678; and
    (2) Eagle One Industries -- Claim No. 10581448 for $32,721.

Valvoline is a division of Ashland, and Eagle One Industries
is an operating unit of Valvoline.

On April 30, 2002, Ashland filed Claim No. 14688 for $1,303,004
consisting of:

    -- $1,211,440 for Valvoline; and
    -- $91,563 for Eagle One.

The Scheduled Claims were allowed for $569,399.  Ashland
commenced receiving distributions on the Scheduled Claims on or
about June 30, 2003.

In February 2004, Kmart objected to claims in excess of the
Scheduled Claims.  The Excess Claims allegedly comprised of
missing invoices and Kmart deductions that Ashland wanted repaid,
Kimberly J. Robinson, Esq., at Barack Ferrazzano Kirschbaum,
Perlman & Nagelberg LLP, in Chicago, Illinois, discloses.

Ms. Robinson relates that based on Kmart's books and records, and
affidavits submitted before the Court, Ashland has no Excess
Claim.  Kmart repeatedly requested that Ashland provide documents
to substantiate the Excess Claim but Ashland failed to do so.

Specifically, Ms. Robinson says, Kmart sought admissions as to
the matters for which Ashland bases its Claim, that:

    (a) no written contract or agreement for goods between Ashland
        and Kmart existed;

    (b) no invoices to Kmart for the goods for which Ashland bases
        its Claim exist;

    (c) there are no proofs of receipt that establish Kmart
        received the goods;

    (d) $35,037 of the Claim has been satisfied through settlement
        of Eagle One's Claim No. 10581448;

    (e) $638,710 of the Claim has been satisfied through
        settlement of Valvoline's Claim No. 10581448; and

    (f) Kmart is not liable for the payment of the Claim.

Kmart also sought and obtained a Court order compelling Ashland
to respond to discovery requests.  To date, Ashland has not
responded to the requests.

Ms. Robinson asserts that Ashland has failed to establish a prima
facie claim for the balance of its Claim.  Ashland has failed in
its pleadings to substantiate the Excess Claim, and thus, has
not, and cannot, create an issue of fact to preclude summary
judgment in Kmart's favor.

Even if the Court were to accord Ashland a prima facie claim, Ms.
Robinson avers that Kmart's prior requests and the supporting
papers sufficiently rebut the remaining portion of the Claim.
Specifically, because of Ashland's failure to object or otherwise
answer Kmart's request for admissions, Ashland has effectively
admitted, among others, that there is no written contract or
agreement substantiating the Excess Claim.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 118; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


LE GOURMET: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Le Gourmet Chef Inc. delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of New
Jersey, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property
  B. Personal Property              $29,271,509
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                $14,917,615
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                $10,597,242
     Unsecured Nonpriority
     Claims
                                   ------------      ------------
     Total                          $29,271,509       $25,514,857

Headquartered in Shrewsbury, New Jersey, Le Gourmet Chef, Inc.,
-- http://www.legourmetchef.com/-- was a retailer specializing in
solutions for entertaining and gift giving.  The Company filed for
bankruptcy on Aug. 8, 2006 (Bankr. D. N.J. Case No. 06-17364).
John DiIorio, Esq., at Shapiro & Croland, and Wendy G. Marcari,
Esq., at Dreier LLP represent the Debtor.  John K. Sherwood, Esq.,
and Kenneth Rosen, Esq., at Lowenstein Sandler, represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for bankruptcy, the Debtor estimated its assets and debts at
$10 million to $50 million.


LESLIE STIPEK: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Leslie C. Stipek
        Amelia L. Stipek
        13420 Savanna
        Tustin, CA 92782

Bankruptcy Case No.: 06-11883

Chapter 11 Petition Date: October 23, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Mark Bradshaw, Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Centre, Suite 300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400

Total Assets: $1,412,200

Total Debts:  $2,216,395

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Sharon Covington                 Complaint for           $169,000
19113 Broadacres Avenue          Damages; Orange
Carson, CA 90746                 County Superior
                                 Court, Case No.
                                 06CC07224

Bank of America                  Credit Card Charges;     $82,330
P.O. Box 30750                   Account
Los Angeles, CA 90030

                                 Alaska Airlines Credit   $23,613
                                 Card Charges; Account

Wells Fargo                      Business Line           $102,852
Mary King, Collection Mgr.
P.O. Box 29746
Phoenix, AZ 85038-9746

American Express                 Credit Card Charges;    $102,329
P.O. Box 360002                  Account
Fort Lauderdale, FL 33336

Barger & Wolen                   Legal Services           $91,000
Jenny H. Wang, Esq.              Rendered
19800 MacArthur Boulevard
8th Floor
Irvine, CA 92612-2427

MBNA America                     Credit Card Charges;     $68,236
                                 Account

Advanta Bank Corp.               Credit Card Charges;     $50,000
                                 Account

Adorno, Yoss, Alvarado and       Legal Services           $30,000
Smith, P.C.                      Rendered

Matilda Barron                   Claims Settlement        $25,604

Cardmember Service               Credit Card Charges;     $20,191
                                 Account

Discover Financial Services      Credit Card Charges;     $10,781
                                 Account

NASD                             Arbitration Fee -         $9,312
                                 Case No. 05-01850-
                                 224-SF; Goodman, et al.
                                 vs. Stipek

Toyota Motor Credit              Deficiency Balance due    $6,000
                                 on 2005 Lexus LS430

Cardmember Service               Credit Card Charges;      $5,318
                                 Account


LIGAND PHARMA: Grants 2 Executives Additional Retention Incentives
------------------------------------------------------------------
Ligand Pharmaceuticals Incorporated pursuant to authorization of
the Compensation Committee of the Board of Directors, entered into
additional severance and retention agreements with Tod G. Mertes,
vice president, controller and treasurer, and Taylor J. Crouch,
senior vice president, operations and president, international, as
additional retention incentives.

The additional agreements consist of:

   -- An "ordinary" severance agreement for Mr. Crouch that
      applies regardless of a change of control.  The Ordinary
      Severance Agreement provides for payment of six months
      salary in the event his employment is terminated without
      cause, regardless of a change of control.

   -- A key employee retention bonus agreement with Mr. Crouch
      that provides for a cash bonus payment to him of $50,000
      provided he remains employed by the Company and in good
      standing through Dec. 31, 2006.

   -- A Letter Agreement with Mr. Mertes providing for the payout
      of severance benefits under current severance agreements and
      the payout of any bonus due in accordance with the 2006
      Executive Bonus Plan, upon any termination or resignation of
      his employment, provided he remains with the Company and in
      good standing through the final filing of the 2006 annual
      report on Form 10-K.

Ligand Pharmaceuticals Incorporated (NASDAQ:LGND)
-- http://www.ligand.com/-- discovers, develops and markets new
drugs that address critical unmet medical needs of patients in the
areas of cancer, pain, skin diseases, men's and women's hormone-
related diseases, osteoporosis, metabolic disorders, and
cardiovascular and inflammatory diseases.  Ligand's proprietary
drug discovery and development programs are based on gene
transcription technology, primarily related to intracellular
receptors.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2006
Ligand Pharmaceuticals Incorporated's balance sheet at
June 30, 2006 showed total assets of $285.9 million and total
liabilities of $524.4 million resulting in a stockholders' deficit
of $238.5 million.  This compares to a stockholders' deficit of
$110.4 million at Dec. 31, 2005.


MAPCO INC: Moody's Assigns Loss-Given-Default Ratings
-----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its probability-
of-default ratings and assigned loss-given-default ratings on
these loans and bond debt obligations issued by MAPCO Inc.:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   7.25% Sr. Unsec.
   Notes due 2009         Ba2      Ba2     LGD4        59%

   8.72% Sr. Unsec.
   Notes due 2022         Ba2      Ba2     LGD4        59%

   7.7% Sr. Unsec.
   Notes due 2027         Ba2      Ba2     LGD4        59%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).


MIDWEST LUMBER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Midwest Lumber and Dimension Inc.
        2550 Centennial Boulevard
        Jeffersonville, IN 47130

Bankruptcy Case No.: 06-91630

Type of Business: The Debtor operates a centralized lumber mill
                  and produces wooden dimension products
                  including sanded strips, resawn lumber, S4S
                  blanks, mouldings and panels, as well as kiln-
                  dried lumber including S2S blanks and rough
                  lumber.  See http://www.midwestlumber.com/

Chapter 11 Petition Date: October 24, 2006

Court: Southern District of Indiana (New Albany)

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller Waterman LLC
                  22nd Floor, Meidinger Tower
                  462 South 4th Street, Suite 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Macbeath Hardwood Co.                      $200,000
2150 Oakdale
San Francisco, CA 94124

Gutchess Lumber Co. Inc.                   $134,866
c/o Euler Hermes ACI
800 Red Brook Boulevard
Owings Mills, MD 21117-1008

Bradford Forest Products                   $114,383
2344 Reliable Parkway
Chicago, IL 60686-0023

Northern Pacific Southern                  $100,000
P.O. Box 502269
Saint Louis, MO 63150-2269

Webster Hardwoods                           $88,398
c/o LaSalle Bank
1214 Paysphere Circle
Chicago, IL 60674

Kersten Lumber Co.                          $78,077

MES Products Forestiers Inc.                $63,048

Fox Lumber                                  $62,258

Cherry Forest Products                      $61,764

Superior Hardwoods                          $61,702

Upper Canada Forest Products                $54,251

Lumberjack Lumber                           $53,204

Saroyan Hardwoods Inc.                      $51,120

Industrial Timber & Lumber                  $50,432

Frank Miller Lumber Co. Inc.                $49,921

Peter Thompson & Sons Inc.                  $45,000

Bennett Hardwoods                           $44,765

Northern Hardwoods                          $44,232

Mills Hardwoods                             $40,000

Hardwoods of Michigan Inc.                  $39,162


MMIP DEALER: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MMIP Dealer Corp. II
        dba Huntington Beach Mitsubishi
        16751 Beach Boulevard
        Huntington Beach, CA 92647
        Tel: (714) 375-9493

Bankruptcy Case No.: 06-11881

Type of Business: The Debtor is a Mitsubishi dealer in Huntington
                  Beach, California.  See http://www.hbmitsu.com/

Chapter 11 Petition Date: October 23, 2006

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael S. Kogan, Esq.
                  Ervin Cohen & Jessup LLP
                  9401 Wilshire Boulevard, 9th Floor
                  Beverly Hills, CA 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
MMNA Rent                          Rent                  $109,345
6400 Katella Avenue
Cypress, CA 90630-0349

Mitsubishi Motor Sales             Rent                   $90,402
of America
6400 Katella Avenue
Cypress, CA 90630-0349

MMNA Interest                      Interest               $28,080
6400 Katella Avenue
Cypress, CA 90630-0349

MMNA Property Tax                  Property Tax           $22,285
6400 Katella Avenue
Cypress, CA 90630-0349

City of Huntington Beach           Trade                   $5,460
P.O. Box 711
Huntington Beach, CA 92648

SKS                                Trade                   $3,309

Cobalt Group                       Trade                   $1,996

Boulevard Collision                Trade                   $1,845

Orange County Auto Dealer Assoc.   Trade                   $1,700

Kip Praul Associates, Inc.         Trade                   $1,700

Reyna Capital Corporation          Trade                   $1,698

Carsdirect.com                     Trade                     $250

So Cal Exchange                    Trade                     $175


MOVING IMAGES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Moving Images Post Production Inc.
        227 East 45th Street, 6th Floor
        New York, NY 10017

Bankruptcy Case No.: 06-12491

Type of Business: The Debtor provides commercial printing
                  services.  See http://www.mipost.com/

Chapter 11 Petition Date: October 23, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue, 5th Floor
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax: 212-754-6262

Total Assets: $3,190,850

Total Debts:  $9,343,749

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
MBIA Insurance Corp.          Equipment Finance       $3,240,903
113 King Street
Armonk, NY 10504

Maplewood Village, Inc.       Loan                    $1,727,944
1538 10th Street
West Babylon, NY 11704

Internal Revenue Service      Payroll Taxes           $1,700,000
290 Broadway, 5th Floor
New York, NY 10007

Bosque Leasing LP             Equipment Finance         $600,000
c/o First City Servicing
Corp.
P.O. Box 8216
Waco, TX 76714

Benita Holding LLC            Landlord                  $204,000

New York State Department     Payroll Taxes             $115,000

Santa Barbara Bank & Trust    Equipment Finance          $65,934

Empress Media Inc.            Trade                      $55,303

CitiCapital                   Equipment Finance          $47,000

Lion Capital LLC              Equipment Finance          $45,000

Balboa Capital Corporation    Equipment Finance          $42,000

JP Morgan Chase               Overdraft in               $40,000
                              business checking

Moviola J&R Film              Trade                      $27,966

Cintel, Inc.                  Equipment & Support        $25,321

NYS Dept. of Labor            Unemployment Taxes         $20,502

Oxford Health Plans           Health Insurance           $20,000

Technology Investment         Equipment Finance          $14,882

Pandora Int'l Ltd.            Equipment                  $14,500

Discreet, div. of Autodesk,   Maintenance -              $11,754
Inc.                          Flame & Smoke

Paychex of New York           Payroll Service            $10,966

InterTel Leasing              Telephones                 $10,172


NATIONAL DEVELOPERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: National Developers Group of Companies, Inc.
        2151 East Broadway Road, Suite 103
        Tempe, AZ 85282

Bankruptcy Case No.: 06-03471

Type of Business: The Debtor's subsidiaries, Desert Design Studio
                  LLC and Symphony Builders LLC, filed for chapter
                  11 protection on October 18, 2006 (Bankr. D.
                  Ariz. Case No. 06-03395 and 06-03398).

Chapter 11 Petition Date: October 23, 2006

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Dale C. Schian, Esq.
                  Schian Walker PLC
                  3550 North Central Avenue, Suite 1500
                  Phoenix, AZ 85012-2188
                  Tel: (602) 285-4550
                  Fax: (602) 297-9633

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


NBC/AUSTIN: Judge Isgur Converts Cases to Chapter 7 Proceedings
---------------------------------------------------------------
The Honorable Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas in Houston converted NBC/Austin
Windridge Ltd. and NBC/Las Brisas Ltd.'s chapter 11 cases to
chapter 7 liquidation proceedings.

Judge Isgur appointed Robbye R. Waldron, Esq., as the Chapter 7
Trustee of the Debtors.

As reported in the Troubled Company Reporter on Sept. 5, 2006,
Charles F. McVay, the U.S. Trustee for Region 7, said that:

   -- failing to insure the property of these estates as required
      by the U.S. Trustee, by the terms of the security agreement,
      and by common sense for the protection of the Debtors'
      assets for the benefit of creditors, the Debtors have
      violated Sections 1112(A), (B), and (C) of the U.S.
      Bankruptcy Code.  That failure is cause for dismissal,
      conversion, or appointment of a Chapter 11 Trustee;

   -- providing false insurance documentation to the U.S.
      Trustee is cause for dismissal, conversion, or appointment
      of a  Chapter 11 Trustee; and

   -- failing to file monthly operating reports, failing to pay
      quarterly fees to the U.S. Trustee, and failing to timely
      file and diligently prosecute the filing of documents
      required by the Bankruptcy Code are causes for dismissal
      under Sections 1112(F) and (K) and Bankruptcy Local Rule
      1017(a)(7) for "want of prosecution."

Headquartered in Houston, Texas, NBC/Austin Windridge, Ltd., and
its debtor-affiliate, NBC Las Brisas, Ltd., filed for chapter 11
protection on May 2, 2006 (Bankr. S.D. Tex. Case Nos. 06-31901 &
06-80154).  Richard L. Fuqua, II, Esq., at Fuqua & Keim, LLP,
represents the Debtors.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


NBC/AUSTIN: Chapter 7 Trustee Wants Waldron & Schneider as Counsel
------------------------------------------------------------------
Robbye R. Waldron, Esq., the Chapter 7 Trustee of NBC/Austin
Windridge Ltd. and NBC/Las Brisas Ltd. asks the Honorable Marvin
Isgur of the U.S. Bankruptcy Court for the Southern District of
Texas in Houston to employ Waldron & Schneider LLP as his
bankruptcy counsel.

Waldron & Schneider will:

   a. provide legal services necessary to effectuate turnover of
      assets and acquire approval from the Bankruptcy Court to
      consummate the sale of assets received for the benefit of
      the estate;

   b. provide legal services necessary to file an application to
      employ special counsel to represent the estate in any
      litigation related to insurance premiums owing to the
      Debtor;

   c. provide legal services necessary to institute non-routine
      objections to proofs of claim asserted against the estate,
      and to prosecute all contested objections to proofs of claim
      asserted against the estate;

   d. provide legal services necessary to defend any motions for
      relief from stay, to effectuate turnover of assets, and
      acquire approval from the Bankruptcy Court to consummate the
      sale of assets received for the benefit of the estate;

   e. provide legal services necessary to file actions under
      Sections 542, 544, 547, 548, 549, and 550 of the Bankruptcy
      Code if the Trustee deems it appropriate upon analysis of
      the Debtor's records; and

   f. provide legal services to effectuate the turnover of
      records, documents, and information necessary to administer
      the Debtors' chapter 7 cases.

Marc Schneider, Esq., a partner at Waldron & Schneider LLP, will
act as lead counsel to the Trustee, and he bills $275 per hour.
Deirdre Carey Brown, Esq., will assist Mr. Schneider, and she
bills $200 per hour.  Other professionals from the Firm bill in
the range from $90 to $275 per hour.

Mr. Schneider assures the Court that Waldron & Schneider LLP is
disinterested pursuant to Section 101(14) of the Bankruptcy Code.

Headquartered in Houston, Texas, NBC/Austin Windridge, Ltd., and
its debtor-affiliate, NBC Las Brisas, Ltd., filed for chapter 11
protection on May 2, 2006 (Bankr. S.D. Tex. Case Nos. 06-31901 &
06-80154).  Richard L. Fuqua, II, Esq., at Fuqua & Keim, LLP,
represents the Debtors.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


NEW ALBERTSON'S: Moody's Puts B1 Rating on New $500 Mil. Sr. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 and a Loss-
Given-Default assessment of LGD4 (60%) to Supervalu Inc.'s new
$500 million senior unsecured notes.

The outlook remains stable.

Rating assigned:

   * Supervalu Inc.

     -- Senior unsecured and unguaranteed notes due 2014 at B1,
        LGD4, 60%

Ratings affirmed:

   * Supervalu Inc.

     -- Corporate Family Rating and Probability of Default at Ba3

     -- Senior unsecured and unguaranteed notes and debentures at
        B1, LGD4, 60%

   * New Albertson's, Inc. (legacy debt and core supermarket
     assets of the former Albertson's, Inc.)

     -- Senior unsecured and unguaranteed notes, medium term
        notes, mandatory convertible debt, debentures and bonds
        at B1, LGD4, 60%

   * American Stores Company, guaranteed by Cerberus-owned
     Albertson's, Inc., with an indemnity from New Albertson's
     and Supervalu

     -- Senior unsecured notes, medium term notes, debentures and
        bonds at B1, LGD4, 60%

Supervalu has reported that it will tender for subsidiary New
Albertson's mandatory convertible debt, the $1.1 billion Hybrid
Income Term Security Units.  Funding for the tender will be
provided by the proceeds of the proposed new $500 million notes
issue and by borrowings under Supervalu's unrated $2 billion
revolving credit agreement.  The new senior notes will be
unsecured and unguaranteed, thus ranking pari passu with
SUPERVALU's legacy debt, pre-Albertson's acquisition.  Upon
repayment, the rating on the HITS be withdrawn.

The Ba3 corporate family rating of Supervalu reflects that most
important quantitative and qualitative rating factors are
consistent with a Ba-rated retail company now that Albertson's has
been acquired.  In contrast to its pre-acquisition investment
grade attributes, Supervalu's more aggressive financial policy and
credit metrics are commensurate with Ba rated retailers.  The
ratings also incorporate Moody's view that business risk is
assessed at a low-Baa or high-Ba level because of expected
challenges in achieving the promised post-merger efficiencies and
because of intense competition in food retailing.

The stable outlook reflects Moody's expectation

   -- that credit metrics will remain near pro-forma current
      levels over the medium-term;

   -- that the fixed charge burden for debt service, capital
      investment, and dividend payments will remain substantial
      relative to operating cash flow; and,

   -- that grocery retailing competition will remain intense.

An upgrade is unlikely within the medium-term because of the
lengthy integration process given that Supervalu has more than
doubled its size and now operates in new markets.  Over the longer
term, ratings could move upward if the company establishes that it
can obtain a material portion of the promised post-merger
operating efficiencies and if the company's many geographies are
able to maintain market share and operating margins in spite of
the high level of competition.

Additionally, an upgrade would require a strengthening of
Supervalu's financial flexibility such that Free Cash to Debt
sustainably exceeds 10%, EBIT covers interest expense by more than
3 times, and Debt to EBITDA falls toward 4.25 times.  Factors that
could lead Moody's to consider a negative rating action include a
reversal in debt protection measure improvements such as debt to
EBITDA approaching 5 times, EBIT to interest falling below 1.5
times, or free cash flow to debt declining to break-even,
permanent market share declines in several of the company's key
markets, or extended challenges in combining the Albertson's
stores with the existing SUPERVALU operations.

Supervalu Inc., headquartered in Eden Prairie, Minnesota, is the
country's third largest supermarket chain, with more than 2,500
stores, including the core supermarket operations of Albertson's,
Inc. acquired on June 2, 2006.  Supervalu also has a food
distribution business serving more than 5,000 grocery stores.  For
the fiscal year to end in February 2007, sales are estimated to
range from $37 billion to $38 billion.


NOBEX CORP: Judge Sontchi Confirms Second Amended Liquidating Plan
------------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware confirmed Oct. 12, 2006, Nobex
Corp.'s Second Amended Liquidating Plan.

Judge Sontchi determined that the Plan satisfies the 13
requirements for confirmation stated in Section 1129(a) of the
Bankruptcy Code.

                        Treatment of Claims

The Plan provides for the liquidation and distribution of all of
the Debtor's assets to all holders of allowed claims and
interests.

Holders of Allowed Administrative Claims, Allowed Class 1 Secure
Claims, and Allowed Class 2 Unsecured Priority Claims will be paid
in full on the effective date or as soon as practicable.

Holders of Allowed Class 3A General Unsecured Claims and Class 3B
Biocon General Unsecured Claims will receive their pro rata share
of the plan administrator assets, unless there are intercreditor
agreements reached that alter the pro rata distribution depending
on the amount of reserves necessary for payment of disputed claims
and estimates of other costs and expenses of the Plan
Administrator.

In the unlikely event that prior classes are paid in full, then
holders of Allowed Class 4 Biocon Subordinated Claims will receive
their pro rata portion of the remaining Plan Administrator Assets.

Holders of Equity Interests will not receive anything under the
Plan.

A full-text copy of the Debtor's Second Amended Liquidating Plan
is available for a fee at:

http://www.researcharchives.com/bin/download?id=061024225150

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The Company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Alicia B. Davis, Esq.,
Derek C. Abbott, Esq., and Curtis S. Miller, Esq., at Morris,
Nichols, Arsht & Tunnell LLP represent the Debtor in its
restructuring efforts.  J. Scott Victor at SSG Capital Advisors,
L.P., is providing Nobex with investment banking services.
Michael B. Schaedle, Esq., and David W. Carickhoff, Esq., at Blank
Rome LLP, represent the Official Committee of Unsecured Creditors
in Nobex's chapter 11 case, and John Bambach, Jr., and Ted Gavin
at NachmanHaysBrownstein, Inc., provide the Committee with
financial advisory services.  When the Debtor filed for protection
from its creditors, it estimated between $1 million to $10 million
in assets and $10 million to $50 million in liabilities.


ODYSSEY ENTERTAINMENT: Case Summary & Five Largest Creditors
------------------------------------------------------------
Debtor: Odyssey Entertainment, LLC
        110 Riviera Boulevard
        Foley, AL 36535

Bankruptcy Case No.: 06-11921

Chapter 11 Petition Date: October 9, 2006

Court: Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: Jeffery J. Hartley, Esq.
                  Helmsing, Leach, Herlon, Newman & Rouse
                  P.O. Box 2767
                  Mobile, AL 36652-2767
                  Tel: (251) 432-5521

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Crown Theaters, LLP                      $2,900,000
64 North Main Street
South Norwalk, CT 06854

Small Business Administration            $1,133,204
6132 Old Federal Road
Montgomery, AL 36117

Zions First National Bank                  $602,454
P.O. Box 26304
Salt Lake City, UT 84126-0304

Technology Insurance Company                 $1,077
P.O. Box 31520
Cleveland, OH 44131-0520

Diane Porter                                   $900
15215 Highway 59, Suite 100
Foley, AL 36535


PAVLOS AMANATIDIS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pavlos Amanatidis
        48 Goddard Street
        Fitchburg, MA 01420

Bankruptcy Case No.: 06-42231

Type of Business: The Debtor filed for chapter 11 protection on
                  August 21, 2006 (Bankr. W.D. Mass. Case No. 06-
                  41590).

Chapter 11 Petition Date: October 23, 2006

Court: District of Massachusetts (Worcester)

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Mauser & Mauser
                  98 North Washington Street, Suite 305
                  Boston, MA 02114
                  Tel: (617) 720-5585
                  Fax: (617) 720-5553

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Callas Felopulos and                                     $5,044
Ditelberg LLP
4 Longfellow Place, Suite 3802
Boston, MA 02114

Protection One                                           $3,037
P.O. Box 49292
Wichita, KA 67201

Health Alliance Hospitals                                $2,387
c/o Bonvile & Howard
154 Prichard Street
Fitchburg, MA 01420

Alford & Bertrand LLC                                    $1,346
60 Arsenal Street
P.O. Box 322
Watertown, MA 02471

Eastern Propane Inc.                                     $1,284
600 School Street
Winchendon, MA 01475

City of Fitchburg                Real Estate Tax         $1,186

Brian's Oil Service and Sal                                $971

City of Leominster               Water and Sewer           $731

Enterprise Rent-A-Car                                      $615

ACA                                                        $594

National Grid                                              $532

Comcast                                                    $499

Coler & Colantonio, Inc.                                   $411

Yellow Transportation Inc.                                 $352

RP Macleod                                                 $309

Waste Management                                           $307

JP Chemical Co. Inc.                                       $244

Unitil                                                     $182

American Disposal Industry                                 $148

Massachusetts Dept. of Revenue                             $123


PETRO STOPPING: Moody's Lifts B3 Corporate Family Rating to B2
--------------------------------------------------------------
Moody's Investors Service raised all ratings of Petro Stopping
Centers, L.P.

     -- Corporate Family and Probability of Default ratings to B2
        from B3;

     -- senior secured credit facility to Ba2 from Ba3; and,

     -- second priority senior secured notes to B2 from B3.

The LGD Assessments of the Credit Facility and the Notes remain
LGD1 and LGD4, respectively.

The rating outlook is stable.

The upgrades reflect steady growth of earnings and operating cash
flows which have contributed to recent improvements in credit
metrics.  Debt / EBITDA and EBIT / Interest of 5.4x and 1.4x,
respectively, are consistent with median values of other B2 rated
issuers.  Petro has solid relationships with national truckload
fleets which benefit from Petro's network of full-service truck
stops and the steady flow of higher margin, non-fuel related
purchases that contribute meaningfully to Petro's profitability.

Free cash flow was negative for the most recent fiscal year
following the acquisition of five new locations in 2005, but
Moody's anticipates modestly positive free cash flow over the near
term.  Unrestricted cash increased to $47 million at June 30,
2006.  Moody's believes that some of this higher cash balance,
along with cash flow from operations, will fund Petro's near-term
growth plans.

The ratings also consider the inherently low EBIT margins in the
2%+ range expected for truck stop operators and the fragmented
nature of the industry.  There is also some cyclicality in Petro
Stopping's business as revenue is highly reliant on demand for
over-the-road truck transportation.  In addition, Petro needs to
upstream dividends of at least $6 million annually to fund debt
service requirements and tax distributions of Petro Stopping
Centers Holdings, L.P., its parent, and is likely to further
invest in site expansion which could limit future free cash flow
and debt reduction.

The stable outlook reflects the expectation of stability of
operating earnings and gross cash flow over the intermediate term
from steady demand for truck transportation, coupled with modest
earnings growth from Petro's stated growth plans.  Ratings could
be upgraded if Petro were to apply expected free cash flow to debt
reduction, resulting in Debt / EBITDA being sustained below 4.0x
and if EBIT / Interest were sustained above 2.0x.

The ratings could be downgraded if Petro was to sustain negative
free cash flow due to unexpected significant investments in
expansion, if Debt / EBITDA was above 6.0x or, if EBIT / Interest
was sustained below 1.0x. Ratings could also be downgraded if
Petro was to undertake a leveraged recapitalization that results
in higher debt.  Moody's notes that one of Petro's larger
competitors, TravelCenters of America, Inc. (senior secured of B1,
to be withdrawn upon transaction closing) announced it would be
sold for $1.9 billion including assumption of existing debt.

These are the rating actions:

Petro Stopping Centers, L.P.


     -- Corporate Family, upgraded to B2 from B3

     -- Probability of Default, upgraded to B2 from B3

     -- First Priority Senior Secured, upgraded to Ba2 from Ba3

     -- Second Priority Senior Secured, upgraded to B2 from B3

     -- First Priority Senior Secured, to LGD1, 9% from LGD1, 8%

     -- Second Priority Senior Secured, to LGD4, 55% from LGD4,
        54%

Petro Stopping Centers headquartered in El Paso, Texas, is a
leading operator of truck stops along U.S. interstate highways.


PNC MORTGAGE: Moody's Holds Low B Ratings on Six Cert. Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes
and affirmed the ratings of 12 classes of PNC Mortgage Acceptance
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-
C1:

     Class A-1, $54,178,676, Fixed, affirmed at Aaa
     Class A-2, $560,781,000, Fixed, affirmed at Aaa
     Class X, Notional,   affirmed at Aaa
     Class X-1, Notional, affirmed at Aaa
     Class X-2, Notional, affirmed at Aaa
     Class B, $33,060,000, Fixed, affirmed at Aaa
     Class C-1, $18,856,000, Fixed, upgraded to Aa1 from Aa2
     Class C-2, $12,000,000, Fixed, upgraded to Aa1 from Aa2
     Class C-2X, Notional, upgraded to Aa1 from Aa3
     Class D, $11,020,000, Fixed, upgraded to Aa2 from A1
     Class E, $8,816,000,  Fixed, upgraded to A1 from A3
     Class F, $13,224,000, Fixed, upgraded to A3 from Baa1
     Class G, $7,714,000,  Fixed, upgraded to Baa1 from Baa2
     Class H, $16,530,000, Fixed, affirmed at Ba1
     Class J, $14,326,000, Fixed, affirmed at Ba2
     Class K, $5,510,000,  Fixed, affirmed at Ba3
     Class L, $8,816,000,  Fixed, affirmed at B1
     Class M, $4,408,000,  Fixed, affirmed at B2
     Class N, $2,204,000,  Fixed, affirmed at B3

As of the October 15th, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 11.1%
to $784.1 million from $881.6 million at securitization. The
Certificates are collateralized by 113 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 10.7% of the pool, with the top ten loans
representing 38.9% of the pool.

The pool includes two investment grade shadow rated loans,
representing 20.3% of the pool, and a conduit component,
representing 79.7% of the pool.  Eleven loans, representing
10.3% of the pool, have defeased and have been replaced with U.S.
Government securities.  Two loans have been liquidated from the
trust resulting in realized losses of approximately $5.0 million.

Two loans, representing 2.7% of the pool, are in special
servicing.  Moody's has not estimated any losses for the specially
serviced loans at this time.  Twenty-three loans, representing
15.1% of the pool, are on the master servicer's watchlist.

Moody's was provided with full calendar year 2005 operating
results for 96.0% of the performing loans.  Moody's loan to value
ratio for the conduit component is 81.7%, compared to 89.1% at
securitization.  Based on Moody's analysis, 11.6% of the conduit
pool has a LTV greater than 100.0%, compared to 0.3% at
securitization.  Moody's is upgrading Classes C-1, C-2, C-2X, D,
E, F, and G primarily due to improved overall pool performance,
defeasance and increased subordination levels.

Classes C-1, C-2 and D were upgraded on August 2, 2006 and placed
on review for further possible upgrade based on a Q tool based
portfolio review.

The largest shadow rated loan is the Danbury Mall Loan
($84 million - 10.7%), which is a participation interest in a
first mortgage loan secured by a 1.3 million square foot regional
mall located in Danbury, Connecticut.  The first mortgage loan,
which has a current outstanding balance of approximately
$165.8 million, is comprised of three notes.  Only Note A2 is in
included in this transaction.  Notes A1 and B secure the
Certificates of Danbury Fair Mall Trust, Series 2001-DFM.  The
mall is anchored by Macy's, Sears, J.C. Penney and Lord & Taylor.
The property's in-line occupancy is 96.2%, which is similar to
last review and to securitization.  Despite one of the anchors
closing earlier this year, performance has been stable.  However,
the loan is on the master servicer's watchlist as a result.
In-line sales as of year-end 2005 were $590 per square foot,
compared to $445 at securitization.

Moody's current shadow rating is Aaa, the same as at last review
and at securitization.

The second shadow rated loan is the Mills Loan ($75.0 million -
9.6%), which is a participation interest in a first mortgage loan
secured by two regional malls -- Potomac Mills and Gurnee Mills.
The first mortgage loan, which has a current outstanding balance
of approximately $336.7 million, is comprised of four notes. Only
Note A2B is included in this transaction.

Notes A1, A2A and B secure the Certificates of Potomac/Gurnee
Mills Trust, Series 2001-XLPGM. Potomac Mills is a 1.6 million
square foot regional center located in Prince William County in
northern Virginia. Gurnee Mills is a 1.8 million square foot
regional mall located north of Chicago in Lake County, Illinois.
The overall occupancy of the two properties is 89.3%, compared to
92.6% at last review and compared to 95.3% at securitization,
resulting in a slight decline in the portfolio's performance.
Moody's current shadow rating is Aaa, the same as at last review
and at securitization.

The top three conduit loans represent 8.3% of the outstanding pool
balance.  The largest conduit loan is the River Center Loan ($27.4
million - 3.5%), which is secured by a 469,000 square foot
building located in Milwaukee, Wisconsin.  The property is
85.2% occupied, compared to 84.8% at last review and compared to
90% at securitization.  Major tenants include US Bank (parent U.S.
Bancorp. - Moody's senior unsecured rating Aa2 -- stable outlook;
17.5% NRA; lease expiration 2014) and Aurora Medical Group (13.2%
NRA; lease expiration 2013).  Moody's LTV is 94.2%, compared to
94.6% at last review and compared to 98.3% at securitization.

The second largest conduit loan is the Deer Grove Shopping Center
Loan ($19.5 million - 2.5%), which is secured by a 214,000 square
foot retail center located approximately 30 miles northwest of
Chicago in Palatine, Illinois.  The property is 96% occupied,
compared to 98.7% at last review and compared to 100% at
securitization.  The center is anchored by Dominick's Grocery
(30.7% GLA; lease expiration June 2016) and Linens--n-Things
(23.3% GLA; lease expiration January 2012).  The property's
performance has declined slightly due to lease rollover but has
been offset by loan amortization.  Moody's LTV is 89%, compared to
89.1% at last review and compared to 87% at securitization.

The third largest conduit loan is the Overland Crossing Shopping
Center Loan ($18.1 million - 2.3%), which is secured by a
172,000 square foot retail center located in Overland Park,
Kansas.  The property is 100% leased, the same as at last review
and at securitization.  The center is anchored by J.C. Penney  and
OfficeMax.  Moody's LTV is 87.3%, compared to 88% at last review
and compared to 91.1% at securitization.

The pool's collateral is a mix of retail, office, multifamily,
U.S. Government securities, industrial and self storage and
lodging.  The collateral properties are located in 31 states.  The
highest state concentrations are California, Connecticut,
Illinois, Maryland and Virginia.  All of the loans are fixed rate.


PORTOLA PACKAGING: Gets $10 Mil. Credit Increase from GE Capital
----------------------------------------------------------------
Portola Packaging Inc. entered into an amendment to its existing
Credit Agreement with General Electric Capital Corporation.

The Amendment, among other things, effected the following
revisions to the existing Credit Agreement:

   -- Increased the maximum loan limit from $50 million to
      $60 million with the amount in excess of $50 million being
      based on the Company's Working Capital/Fixed Asset Borrowing
      Base calculation, currently in excess of $60 million.

   -- The Amendment increased the amount of capital expenditures
      the Company is able to make each fiscal year from
      $13.5 million to $16.5 million.

The Company paid GECC a fee of $125,000 in relative to the
Amendment.

A full text-copy of the Ninth Amendment to Fourth Amended and
Restated Credit Agreement with GECC may be viewed at no charge at
http://ResearchArchives.com/t/s?13dc

Portola Packaging Inc. -- http://www.portpack.com/-- designs,
manufactures and markets tamper evident plastic closures used in
dairy, fruit juice, bottled water, sports drinks, institutional
food products and other non-carbonated beverage products.  The
Company also produces a wide variety of plastic bottles for use in
the dairy, water and juice industries, including various high
density bottles, as well as five-gallon polycarbonate water
bottles.  In addition, the Company designs, manufactures and
markets capping equipment for use in high speed bottling, filling
and packaging production lines.  The Company is also engaged in
the manufacture and sale of tooling and molds used in the blow
molding industry.

                         *     *     *

As reported in the Troubled Company Reporter on July 19, 2006
Portola's balance sheet at May 31, 2006 showed total assets of
$171,700,000 and total liabilities of $241,000,000 resulting in an
equity deficit of $69.3 million.  Equity deficit at Aug. 31, 2005,
was $57.7 million.


PRUDENTIAL SECURITIES: Moody's Holds Junked Class L Cert. Rating
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of seven classes of Prudential Securities
Secured Financing Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-NRF1:

     Class A-2, $363,256,033, Fixed, affirmed at Aaa
     Class A-EC, Notional, affirmed at Aaa
     Class B, $51,092,000, Fixed, affirmed at Aaa
     Class C, $46,447,000, Fixed, affirmed at Aaa
     Class D, $46,447,000, WAC, upgraded to Aa1 from A1
     Class E, $13,935,000, WAC, upgraded to Aa3 from A3
     Class F, $20,903,000, Fixed, upgraded to A3 from Baa3
     Class G, $25,546,000, Fixed, upgraded to Ba1 from Ba2
     Class H, $9,291,000,  Fixed, upgraded to Ba2 from Ba3
     Class J, $9,291,000,  Fixed, affirmed at B1
     Class K, $15,794,000, Fixed, affirmed at B3
     Class L, $6,502,000,  Fixed, affirmed at Caa1

As of the October 17, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 33.7%
to $616.3 million from $928.9 million at securitization. The
Certificates are collateralized by 191 mortgage loans ranging in
size from less than 1.0% to 10.2% of the pool, with the top  10
loans representing 34.1% of the pool.  Thirty-two loans,
representing 15.1% of the pool, have defeased and have been
replaced with U.S. Government securities.

Nine loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $7.1 million.  Two loans,
representing less than 1.0% of the pool, are in special servicing.
Moody's has estimated aggregate losses of approximately $120,000
for the specially serviced loans.  Forty seven loans, representing
20.3% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 and partial year 2006
borrower financials for 97.8% and 78.6%, respectively, of the
performing loans.  Moody's loan to value ratio is 76.9%, compared
to 80.0% at Moody's last full review in January 2005 and compared
to 84.7% at securitization.  Moody's is upgrading Classes D, E, F,
G and H due to increased subordination levels, defeasance and
improved pool performance.  Classes C, D and E were upgraded on
August 2, 2006 and Classes D and E were placed on review for
further possible upgrade based on a Q tool based portfolio review.

The top three loans represent 18.6% of the pool.  The largest loan
is the Three Park Avenue Loan ($62.9 million - 10.2%), which is
secured by a 659,000 square foot office building located in the
East Midtown South submarket of New York City.  Major tenants
include American Engineers (13.4% NRA; lease expiration September
2013), Carat USA, Inc. (8.6% NRA; lease expiration January 2009),
the NYS Society of CPAs (6.7% NRA; lease expiration August 2013)
and Eaton & Van Winkle (6.7% NRA; lease expiration June 2009). The
property is 97.7% occupied, compared to 95.0% at last review and
compared to 96.0% at securitization.  Moody's LTV is 60.8%,
compared to 67.9% at last review.

The second largest loan is the Tower Shops Loan ($31.5 million -
5.1%), which is secured by a 373,000 square foot retail center
located in Davie, Florida.  Davie is located approximately 10
miles southwest of Ft. Lauderdale.  Major tenants include Linens-
n-Things, Ross Dress for Less, Office Depot, Old Navy and T.J.
Maxx.  The property is 97% occupied compared to 94% at last review
and compared to 96.4% at securitization.  Moody's LTV is 81.3%,
compared to 90.6% at last review.

The third largest loan is the Louisville Marriott East Loan ($19.9
million - 3.2%), which is secured by a 254-room full service hotel
located in suburban Louisville, Kentucky.  The property's
performance has declined since securitization due to competitive
market conditions. Occupancy and RevPAR for calendar year 2005
were 51.5% and $59.00, compared to 70.6% and $76.07 at
securitization.  The loan is on the master servicer's watchlist
due to low debt service coverage.  Moody's LTV is in excess of
100%, essentially the same as at last review.

The pool collateral is a mix of office and mixed use, retail,
multifamily, U.S. Government securities, lodging, healthcare
(5.1%) and industrial and self storage.  The collateral properties
are located in 34 states.  The top five state concentrations are
New York, Florida, Texas, Ohio and California. All of the loans
are fixed rate.


REAL MEX: Increased Debt Leverage Prompts S&P to Cut Ratings to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Long Beach, California-based Real Mex Restaurant Inc. to
'B-' from 'B'.

At the same time, S&P affirmed the 'B-' senior secured rating on
the company's $105 million second-lien notes due 2010 and assigned
a '2' recovery rating to these notes, indicating S&P's expectation
for substantial (80% to 100%) recovery in the event of a payment
default.  The outlook is stable.  All ratings are removed from
CreditWatch, where they were placed with developing implications
on Jan. 19, 2006.

"The downgrade reflects an increase in debt leverage following the
acquisition of the company by affiliates of Sun Capital Partners
for about $359 million," said Standard & Poor's credit analyst Ana
Lai.  Including debt issued by parent company RM Restaurant
Holding Corp. to fund the acquisition, lease-adjusted total debt
to EBITDA has increased to about 7x, from about 5.3x for the 12
months ended June 25, 2006.

The ratings on Real Mex reflect the company's small size in the
highly competitive restaurant industry, regional concentration,
and a highly leveraged capital structure.  Real Mex has a leading
position among Mexican restaurants in California, where its El
Torito, Chevys, and Acapulco concepts are the largest, second-
largest, and third-largest casual-dining Mexican chains,
respectively.

However, Real Mex is a small participant in the overall casual-
dining sector, where many its competitors have substantially
greater financial and marketing resources and are expanding
rapidly. Moreover, the company is regionally concentrated, with
about 80% of its restaurants in California.


RENT-WAY INC: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian Retail Sector, the rating
agency confirmed its B3 Corporate Family Rating for Rent-Way, Inc.
and its B3 rating on the company's $205 million 11.875% guaranteed
senior secured notes due 2010.  Additionally, Moody's assigned an
LGD4 rating to those bonds, suggesting noteholders will experience
a 54% loss in the event of a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alpha-numeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will default
on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Erie, Pennsylvania, Rent-Way Inc. (NYSE: RWY)
-- http://www.rentway.com/-- offers quality, brand name home
entertainment equipment, furniture, computers, major appliances
and jewelry at 784 rental-purchase stores in 34 states.
Established in 1981, the Company employs 4,000 associates.


RITE AID: Moody's Assigns Loss-Given-Default Ratings
----------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its B2 Corporate Family Rating for Rite Aid
Corporation.

Additionally, Moody's held its probability-of-default ratings and
assigned loss-given-default ratings on these loans and bond debt
obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   $300 million 9.5%
   2nd-Lien secured
   notes due 2011         B2       B2      LGD4        52%

   $357 million 8.125%
   2nd-Lien secured
   notes due 2010         B2       B2      LGD4        52%

   $200 million 7.5%
   2nd-Lien secured
   notes due 2015         B2       B2      LGD4        52%

   $184 million 7.125%
   Senior Notes due 2007
   not guaranteed         Caa1     Caa1    LGD5        89%

   $150 million 6.125%
   Senior Notes due 2008
   not guaranteed         Caa1     Caa1    LGD5        89%

   $148 million 9.25%
   Senior Notes due 2013
   not guaranteed         Caa1     Caa1    LGD5        89%

   $185 million 6.875%
   Senior Notes due 2013
   not guaranteed         Caa1     Caa1    LGD5        89%

   $295 million 7.70%
   Senior Notes due 2027
   not guaranteed         Caa1     Caa1    LGD5        89%

   $128 million 6.875%
   Senior Notes due 2028
   not guaranteed         Caa1     Caa1    LGD5        89%

   $249 million 4.75%
   Conv Notes due 2006
   not guaranteed         Caa1     Caa1    LGD5        89%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alpha-numeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will default
on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation is
the third largest national drugstore chain. Revenues for the
fiscal year ended March 4, 2006 were approximately $17.3 billion.


SALLY HOLDINGS: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first time ratings, including a
corporate family rating of B2 and a speculative grade liquidity
rating of SGL-2, to Sally Holdings, LLC.

The rating outlook is stable.  The ratings are conditional upon
review of final documentation.

These are the rating actions:

     -- Corporate family rating at B2

     -- Probability-of-default rating at B2

     -- $400 million senior secured guaranteed bank revolving
        credit facility at Ba2 (LGD 1, 7% LGD rate)

     -- $1.07 billion senior secured guaranteed term loans at B2
        (LGD 4, 50% LGD rate)

     -- $430 million senior unsecured guaranteed notes at B2 (LGD
        4, 55% LGD rate)

     -- $280 million unsecured senior subordinated guaranteed
        notes at Caa1 (LGD 6, 93% LGD rate)

     -- Speculative Grade Liquidity Rating of SGL-2

Sally Holdings, LLC will own the beauty retail operations and the
beauty distribution businesses currently owned by Alberto-Culver
Company.  Alberto-Culver is separating its consumer products
business from its Sally/BSG operations, into two publicly-traded
companies.  Alberto-Culver shareholders will receive from New
Sally Holdings, Inc. one share of each New Alberto-Culver and New
Sally stock and a special cash dividend of $25 share.

New Sally will fund the special dividend with debt and with $575
million of equity invested by Clayton, Dubilier & Rice Fund VII,
L.P.  At the conclusion of the transaction, New Sally will be
owned approximately 52.5% by Alberto-Culver shareholders and 47.5%
by CD&R, on a fully-diluted basis.  New Sally, through
intermediate holding companies including Sally Holdings, will own
Sally and BSG.

The B2 corporate family rating of Sally Holdings reflects post-
transaction credit metrics that will be weak, especially very high
leverage and low cash flow coverage.  Scale, in terms of revenues,
is commensurate with Ba rated companies.  The ratings are further
constrained by sales concentrations in hair care products, vendor
concentrations, and wide-ranging competition. Offsetting these
high yield attributes are the company's investment grade
characteristics -- including extensive geographic diversification,
leading positions in defined subsectors of retail, low seasonality
and cyclicality, and generally robust comparable store sales
increases.  The ratings clearly benefit from the leading position
of both Sally and BSG in their respective market segments and the
quality and depth of their merchandise assortments.

The speculative grade liquidity rating of SGL-2 reflects Sally
Holding's comfortable liquidity profile and incorporates Moody's
expectation that over the next four quarters Sally Holdings will
fund its ordinary working capital, capital expenditures and
mandatory debt amortization with cash generated from operations;
however, the cushion of excess free cash flow will not be large in
comparison to Sally Holdings' scale.

The SGL rating also incorporates Moody's belief that the company
will have access to its new $400 million asset-based revolving
credit facility and that the facility's single covenant will not
be tested.  Given that all assets will be pledged to lenders,
there is no alternative liquidity other than the sale of a
business, which would impair enterprise value.

The stable outlook reflects Moody's expectation that the company
will continue to grow comparable store revenues, improve operating
margins and generate positive free cash flow which will be applied
heavily to debt reduction.  Given the magnitude of Sally Holdings'
post-transaction leverage, an upgrade is unlikely in the
intermediate term.  Over the longer term, an upgrade would require
continuing solid operating performance coupled with debt reduction
such that debt to EBITDA falls below 6 times and free cash flow to
debt is above 5% on a sustainable basis.

Conversely, negative rating pressure would develop if operating
performance were to be weaker than expected or if overall
comparable store sales were to become negative.  Quantitatively,
ratings would be lowered if normalized annual reported EBITDA is
not a minimum of $260 million, or if free cash flow to debt
becomes negative.

New Sally, through intermediate holding company Sally Investment
Holdings, LLC, will own Sally Holdings.  Sally Holdings will own
the operating subsidiaries and Sally Capital Inc.  Sally Holdings
will be a borrower under a $400 million senior secured Asset
Backed revolving credit facility and $1.07 billion in senior
secured Term Loans, and a co-issuer, with Sally Capital, of
$430 million senior unsecured notes and $280 million unsecured
senior subordinated notes.

The $400 million senior secured revolving credit facility will
benefit from borrowing base governance and expected full
collateral coverage in a hypothetical default scenario.  The
revolving credit facility is secured by a first-priority lien on
accounts receivable, inventory and other assets, and a second
priority lien on all other tangible and intangible assets of the
company.  The $1.07 billion senior secured term loans (to be
comprised of term loan A and term loan B) will be secured by a
first priority lien on all tangible and intangible assets other
than ABL Collateral, including property, plant, and equipment and
capital stock of subsidiaries, as well as a second priority lien
on the ABL Collateral.  Moody's believes that there will be
relatively little collateral coverage on the term loans during a
hypothetical default scenario.  Sally Holdings will be a borrower
under the ABL and the Term Loans; if there are additional
borrowers, all will be jointly and severally liable.  Both the
revolving credit facility and the term loans will have guarantees
from the direct parent of each borrower, and from each direct and
indirect domestic subsidiary of Sally Holdings (other than any
subsidiary that is a borrower or a foreign subsidiary holding
company).

The $430 million senior unsecured notes and the $280 million
unsecured senior subordinated notes reflect their unsecured
status. Sally Holdings and co-Issuer Sally Capital will be jointly
and severally liable.  These issues will be guaranteed by Sally
Holdings' direct and indirect operating subsidiaries and by Sally
Holdings' immediate parent.

New Sally Holdings, Inc., headquartered in Denton, Texas, will be
a leading national retailer and distributor of beauty supplies
with operations under its Sally Beauty Supply and Beauty Systems
Group businesses.  For the fiscal year ended September 30, 2005,
New Sally's revenues exceeded $2.2 billion.


SALTON INC: Posts $50.8 Mil. Loss for Fiscal 2006 Fourth Quarter
----------------------------------------------------------------
Salton Inc. has reported fiscal results for its fourth quarter and
year ended July 1, 2006.  The Company reported net sales of
$129.5 million and a loss of $50.8 million for its fiscal 2006
fourth quarter compared to net sales of $151.2 million and a loss
of $28.8 million for the fiscal 2005 fourth quarter.

Net sales decreased domestically by $29.7 million.  The decrease
includes $5.4 million of reductions, as a result of the sale or
discontinuance of certain product lines.  The remaining $24.3
million decrease resulted primarily from volume and mix shifts as
a result of price increases, other planned product line changes
and close outs of discontinued product lines.  Despite continued
weak consumer demand in the United Kingdom, foreign sales
increased by $8 million.  The loss in the 2006 fourth quarter
included a pretax charge of $21.9 million for non-cash intangible
asset impairments associated with certain trade names and a
$3.4 million non-cash valuation allowance against certain foreign
deferred tax assets.  The loss in the 2005 fiscal fourth quarter
included a pretax charge of $3 million for non-cash intangible
asset impairments.

Salton's sales were $636 million for the year ended July 1, 2006
compared to $781.7 million in fiscal 2005, a reduction of
$145.7 million. Domestic sales declined by $124.2 million due to
the impact of the sale of the tabletop product lines in September
2005, inventory shortages, vendor and customer uncertainty, post-
holiday overstocks at retailers and planned product
discontinuation.  Foreign sales, particularly in the United
Kingdom, were impacted by a continuing weak retail market,
resulting in a decline of $16.1 million in 2006.  In addition,
Salton incurred $5.5 million in unfavorable foreign currency
fluctuation.

Gross profit declined from $187.5 million (24%) in fiscal 2005 to
$144.4 million (22.7%) in fiscal 2006, primarily a result of
global raw material cost increases and additional costs associated
with inventory reduction programs.  These added costs were
partially offset by a $10.6 million decline in distribution
expenses.

Selling, general and administrative expenses decreased to
$172.1 million in 2006 compared to $207.8 million for 2005 in
connection with previously announced cost reduction initiatives.
It is expected that further restructuring activities will continue
in fiscal 2007, resulting in additional distribution and SG&A
expense reductions.  Net interest expense was $37 million for
fiscal 2006 compared to $51.7 million for fiscal 2005 as a result
of lower levels of indebtedness and the debt exchange completed in
August 2005.

The Company had approximately $293 million in indebtedness, net of
approximately $44 million of cash, swap valuation and accrued
interest on senior secured notes at the end of the fiscal 2006
year-end, compared to $429.3 million as of July 2, 2005, net of
approximately $21.9 million of cash and swap valuation.

"During fiscal 2006, we made significant progress in reducing
costs, improving inventory levels and strengthening our balance
sheet," said William Rue, President and Chief Operating Officer.
"As a result of our continuing focus on cost controls, we have
eliminated more than $90 million in annual operating expenses
since 2004.  We continue to look for other areas to lower costs,
improve inventory turns and working capital utilization.  While
raw material costs remain high, we believe that our initiatives
will make Salton more competitive in the future."

                        Business Outlook

"We believe as a result of our cost reduction programs, improved
balance sheet and new product introductions that Salton is in a
much improved position entering the Holiday Season," said Salton
CEO Leon Dreimann.  "While the small appliance market remains
fiercely competitive, including ongoing pressure from high raw
material prices, several of our new products have created
tremendous excitement among our customers.  Salton has been
recognized for its innovation for many years, and our new hydrogen
grill will enable us to offer a truly unique product combining the
best of the George Foreman Grill with this exciting technology
which will be launched in mid 2007.  We feel that through
increased revenue, driven by product innovation, along with tight
cost containment that Salton will return to profitability."

                         About Salton

Salton, Inc. -- http://www.saltoninc.com/-- designs, markets and
distributes branded, high-quality small appliances, home decor and
personal care products.  Its product mix includes a range of small
kitchen and home appliances, electronics for the home, time
products, lighting products, picture frames and personal care and
wellness products.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2006,
Moody's Investors Service confirmed its Caa1 Corporate Family
Rating for Salton in connection with the implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology.
Additionally, Moody's assigned an LGD6 rating to those notes,
suggesting noteholders will experience a 91% loss in the event of
a default.


SASKATCHEWAN WHEAT: Union Dumps Pension Plan Settlement Proposal
----------------------------------------------------------------
Members of the Grain Services Union's pension bargaining team
turned down Saskatchewan Wheat Pool Inc.'s latest offer to settle
their 27-month-old pension dispute.

On Sept. 20, the Pool's pension negotiators proposed to wind up
the SWP/GSU defined benefit pension plan, which reported a
solvency deficiency of $38.8 million as of Dec. 1, 2005, "as soon
as legally possible."  In return, Pool offered to pay a one-time
lump sum to the pension plan equal to 50 percent of the deficiency
up to a maximum of $20 million.  The proposal would leave 600
employees and approximately 1,400 retired employees and other
members of the pension plan responsible for the rest of the
losses.

"GSU's executive board weighed the interests of all plan members
and came to the inescapable conclusion that the Pool's final offer
would severely affect the pension benefits of too many members,"
said GSU general secretary Hugh Wagner.  "The lack of clarity or
assurance as to what the 'final offer' actually ends up meaning
for plan members - other than a loss of retirement income -
ultimately led the board to unanimously to reject SWP's final
offer and decided not to take it to the plan members for a vote."

The plan's actuarial report made last December recommended the
pension deficiency be resolved by a series of solvency payments.
However, Saskatchewan Wheat Pool has not made any solvency
payments and insists the $20 million lump sum payment and plan
termination is as far as it is willing to go.

The apparent deadlock may end up in court unless it can be broken
by the Office of the Superintendent of Financial Institutions
Canada, the regulatory body responsible for pension plans in
Canada.  Philippe Morisset, the manager of OSFI's Private Pension
Plans Division, wrote to the SWP/GSU pension trustees regarding
the financial obligations of the SWP/GSU plan last March:

"Section 9 of the PBSA, 1985 requires that all pension plans must
provide for funding in accordance with the prescribed tests and
standards for solvency, that is adequate to provide for payment of
all pension benefits and other benefits required to be paid under
the terms of the plan. In respect of a defined benefit pension
plan, in general, the funding regulations require that payments be
made to cover the normal cost of the plan and that special
payments be made to fund a solvency deficiency based on a five
year amortization schedule and a going concern unfunded liability
based on a fifteen year amortization schedule.  The scheme of the
Pension Benefits Standards Act, 1985, including section 9, the
definition of "pension plan" and section 8 of the PBSA, 1985, is
consistent with the interpretation that it is the employer who is
responsible for making payments covering the normal cost and all
special payments.  The PBSA, 1985 does not provide different
funding requirements for a negotiated contribution defined benefit
pension plan. In respect of such plans, the employer is
responsible for making special and normal cost payments to the
pension fund. The amount of such payments may be reduced where the
solvency deficiency or going concern unfunded liability is reduced
due to an amendment to the plan that reduces future or accrued
pension benefits, the latter being void unless authorized by the
Superintendent.  However, in the absence of such an amendment
being made to the plan, the employer must make the required
special and normal cost payments to the plan.  It is OSFI's
mandate to administer the PBSA, 1985, in particular the funding
requirements under the PBSA, 1985. In doing so, OSFI strives to
protect the interests of the members and other beneficiaries of
the plan."

Despite the OSFI finding, the Pool continues to fight against
accepting full responsibility for the pension deficit.

"Pool employees gave up $7.1 in pension surpluses to the Pool when
the company was facing financial challenges," said GSU president
Michael Raine.  "The company was happy to claim pension surpluses,
but denies responsibility for deficits."

"SWP boasts a healthy balance sheet and GSU members have
sacrificed mightily to bring this company to its present good
state.  The company's final offer does not do justice to the
current work force nor to the retirees and other plan members who
preceded them," said Wagner.

The union hopes to return to the bargaining table to hammer out an
agreement that would see the current plan suspended and a new
defined contribution pension plan put in place for current
employees.  The union's proposal would require the company to
fully fund the solvency deficiency and agree to keep the plan
intact in the future before the plan could be suspended.

"We will take this fight as far as we need to in order to preserve
the pensions of our members," said Wagner.

               Pool Disappointed in GSU Decision

Saskatchewan Wheat Pool Inc. responded with disappointment after
learning the Grain Services Union's elected officers have chosen
not to put the company's final offer on the Saskatchewan Wheat
Pool/Grain Services Union Pension Plan to a member vote.  The Pool
made the proposal to the Union on Sept. 20, 2006.

GSU officers rejected the Pool's final offer, that provided a
permanent solution to the SWP/GSU Pension Plan deficiency, and as
a result its members will not have an opportunity to vote on the
Company's proposal.

"We are very disappointed that Plan members will not be given the
opportunity to exercise their vote on an issue of such great
importance to them.  The final offer that the company presented to
the GSU in September is a fair and equitable solution.  The fact
remains that neither the collective agreement with the GSU, the
Pension Plan text, nor the spirit or intent of the original
agreement requires the Pool to pay solvency deficits," said
President and CEO Mayo Schmidt.

The Pool's final offer would have seen active employees cease
participation in the Defined Benefit Plan and start participation
in a Retirement Savings Plan with the current Plan being wound up.
Under the proposal, the company would have funded 50 per cent of
the solvency deficiency up to a maximum of $20 million. In return,
the Union would have agreed that responsibility for the remaining
deficiency would rest with Plan members and not the Pool.  Based
on a Dec. 31, 2005 actuarial report, the Plan had a $7.9 million
going concern surplus and a solvency deficiency of $38.8 million.
The Plan is jointly sponsored between the company and the Union,
and the contribution rate that the company makes is negotiated
with the Union.

"This is a challenging situation for all members, particularly for
our active employees who continue to see their future benefits
erode.  We were certainly hopeful that Plan members would have
been given a voice in this matter," said Schmidt.

The SWP/GSU Plan is registered under the federal Pension Benefits
Standards Act 1985 and is regulated by the Office of the
Superintendent of Financial Institutions of Canada.  The Pool is
considering its next steps, which may include seeking a court
determination of the Pool's funding obligations under the Act.

The SWP/GSU Plan, representing approximately 600 active employees
and 1400 former employees, is one of five pension plans at the
Pool.

                    About Saskatchewan Wheat

Based 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.  These operations
are complemented by value-added businesses and strategic
alliances, which allow the Pool to leverage its pivotal position
between Prairie farmers and destination customers.

                         *     *     *

Dominion Bond Rating Service placed Saskatchewan Wheat Pool Inc.'s
ratings, "Under Review with Positive Implications" including
Senior Secured Debt -- Under Review, Positive B (high); Senior
Subordinated Notes -- Under Review, Positive B; and Senior
Unsecured Notes -- Under Review, Positive B.


SGD HOLDINGS: Texas Bankruptcy Court Confirms Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas in
Fort Worth confirmed the Second Amended Plan of Reorganization
proposed by creditors Terry Washburn and Jules Slim for SGD
Holdings, Ltd.

Mr. Washburn was the President of the Debtor prior to the
appointment of Chris Moser as Chapter 11 trustee.  He asserts a
$6,132 claim against the Debtor for reimbursement of expenses.
Mr. Washburn is a shareholder of the Debtor.

Mr. Slim asserts an $11,000 to $20,000 administrative claim
against the Debtor incurred as special litigation counsel for the
Debtor during the Chapter 11 case.  Mr. Slim further asserts that
he also holds a prepetition claim in the amount of approximately
$18,000.

                        Plan Overview

Messrs. Washburn and Slim's plan seeks to accomplish a
reorganization of the Debtor by:

     -- restructuring its secured debt;

     -- issuing new stock to its creditors;

     -- making payments under the Plan to Convenience Claimants,
        administrative claimants, tax claimants, and priority
        claimants;

     -- issuing New Common Stock to the prior shareholders;

     -- acquiring the stock of another company in exchange for a
        portion of the New Common Stock, which will become a
        wholly owned subsidiary of the Reorganized Debtor; and

     -- continuing its business operations under new management.

Pursuant to the plan, the Reorganized Debtor will acquire all the
outstanding shares of Dallas-Based Chasseur De Vin Inc.  CDV is
engaged in the business of wine investment and restaurant
ownership and management.  Mr. Washburn is a general partner of
Shocker 200 Index, LP, which holds $500,000 of Convertible Debt in
CDV.

Mark Lindberg, who owns all of the issued shares of CDV's common
stock, has agreed to exchange his shares in CDV for 12 million
shares of New Common Stock of Reorganized Debtor, and CDV's
convertible note holders would exchange their shares for 6 million
shares of new common stock of the Reorganized Debtor.

There will be no cash consideration paid by the Debtor to Mr.
Lindberg for the CDV stock.  Following the exchange, CDV would
operate as a wholly owned subsidiary of the Reorganized Debtor.

The Plan provides for the conversion of most of the claims held by
Debtor's creditors and provides for the conversion of all of
Debtor's outstanding prepetition shares of common stock and equity
interest claims into New Common Stock of Reorganized Debtor:

     a) Unsecured claims of less than $500 will be paid in cash.

     b) Other Unsecured creditors will receive a pro rata share of
        3,000,000 shares of new common stock in the Reorganized
        Debtor in full satisfaction of their prepetition Claims.

     c) the Existing Equity Interest holders will receive a
        prorata share of 250,000 shares of New Common Stock.

Upon the consummation of the transactions described in the Plan,
on the Effective Date, the ownership of the Reorganized Debtor
will be:

     Shareholder                 Shares         Percentage
     -----------                 ------         ----------
     Mark Lindberg or            12 Mil.           57%
     Designee

     Shocker 100 Index, LP        3 Mil.           14%

     Shocker 200 Index, LP        3 Mil.           14%

     Creditors holding
     Allowed Claims               3 Mil.           14%
     (Nonrestricted)

     Allowed Equity Interests    250,000            1%
     (Nonrestricted)
     -----------------------------------------------------
     TOTAL:                      21.25 Mil.       100%

                        James Gordon Action

The Debtor currently has no active business operations.  Its sole
remaining subsidiary, Con-Tex Silver Imports, Ltd., is the debtor
in a pending Chapter 7 case in the U.S. Bankruptcy Court for the
Northern District of Texas (Case No. 03-43783-DML-11).  Con-Tex
also has no active business operations.

The Debtor's assets, other than the stock of Con-Tex and
approximately $145,000 in cash, consist primarily of a number of
actual and possible claims against third parties.

The Debtor has, among other matters, commenced an action against
its former director, James Gordon, for breach of fiduciary duty
and fraud.  Under the Plan, the claim will not be affected by
confirmation, and will be evaluated by the Board of Directors with
advice from independent counsel for Reorganized Debtor.  The
Bankruptcy Court will retain jurisdiction over the claim until it
is resolved.

Messrs. Washburn and Slim's plan is not dependent on recovery of
any amounts for funding.

A full-text copy of the Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=061024211714

Headquartered in Addison, Texas, SGD Holdings, Ltd. --
http://www.sgdholdings.com/-- is a holding company engaged in
acquiring and developing jewelry businesses.  SGD Holdings'
principal operating subsidiary, HMS Jewelry Company, Inc., is a
national jewelry wholesaler, specializing in 18K, 14K and 10K gold
and platinum jewelry.  The Company filed for chapter 11 protection
on January 20, 2005 (Bankr. D. Del. Case No. 05-10182, transferred
March 8, 2005, to Bankr. N.D. Tex. Case No. 05-42392).  When the
Debtor filed for protection from its creditors, it estimated $10
million in assets and estimated $50 million in debts.  The Debtor
is represented by Donna L. Harris, Esq., at Cross & Simon, LLC, in
Wilmington, Delaware.


SILICON GRAPHICS: Court Approves Deloitte Supplemental Application
------------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York approved Silicon Graphics Inc. and
its debtor-affiliates' supplemental application regarding Deloitte
Financial Advisory Services LLP's retention.

The Debtors' Supplemental Application sought for clarification
that the scope of Deloitte Financial's employment is inclusive of
FASB Statement of Accounting Standards No. 142 valuation work.

The Court ruled that Deloitte's compensation will be capped at
$750,000 in the aggregate through the confirmation date of the
Debtors' plan of reorganization.

The Debtors previously obtained the Court's authority to employ
Deloitte Financial to provide fresh start accounting, nunc pro
tunc to June 29, 2006.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  Judge Lifland confirms the Debtors' Plan
of Reorganization on Sept. 19, 2006.  When the Debtors filed for
protection from their creditors, they listed total assets of
$369,416,815 and total debts of $664,268,602.  (Silicon Graphics
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SKYEPHARMA PLC: Lehman Holds 5.33% of Issued Share Capital
----------------------------------------------------------
SkyePharma PLC disclosed in an Oct. 19, 2006 regulatory filing
with the Securities and Exchange Commission that Lehman Brothers
International (Europe) held a notifiable interest in the Company.

Lehman Brothers held 40,178,002 ordinary shares, representing
5.33% of the Company's issued share capital.

                       About SkyePharma PLC

Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP)
-- http://www.skyepharma.com/-- develops pharmaceutical products
benefiting from world-leading drug delivery technologies that
provide easier-to-use and more effective drug formulations.  There
are now twelve approved products incorporating SkyePharma's
technologies in the areas of oral, injectable, inhaled and topical
delivery, supported by advanced solubilisation capabilities.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 1, 2006,
PricewaterhouseCoopers LLP in London raised substantial doubt
about Skyepharma PLC'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 uncertainty
as to when Skyepharma's certain strategic initiatives may be
concluded and their effect on the company's working capital
requirements.


SPA SCIENCES: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Spa Sciences Inc.
        16 Technology Drive, Suite 102
        Irvine, CA 92618
        Tel: (949) 679-0490

Bankruptcy Case No.: 06-11701

Type of Business: The Debtor manufactures and retails the Spa
                  Sciences skin care products.  See
                  http://www.spasciences.com/

Chapter 11 Petition Date: September 27, 2006

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Garrick A. Hollander, Esq.
                  Winthrop Couchot P.C.
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Neutrogena Corp.                 Litigation          $3,500,000
c/o Gibson, Dunn & Crutcher LLP
Jason C. Lo, Esq.
333 South Grand Avenue
Los Angeles, CA 90071
Tel: (213) 229-7000
Fax: (213) 229-7520

Darco International              Trade Debt            $287,000
3980 Nighthawk Drive
Fort Lauderdale, FL 33331

Piper Rudnick Gray Cary          Legal Fees            $250,000
P.O. Box 64029
Baltimore, MD 21264-4029

Pointe Products                  Trade Debt            $237,941
4067 Hardwick Street, Suite 503
Lakewood, CA 90712-2350

Orrick Herringotn & Sutcliffe    Legal Fees            $200,000
Karen G. Johnson-McKewan, Esq.
405 Howard Street
San Francisco, CA 94105

Genic Co. Ltd.                   Trade Debt            $181,000

Raffaello Research Labs          Trade Debt            $117,000

Han Loeser & Parks LLP           Legal Fees            $100,708

Tricorbraun                      Trade Debt             $79,146

Kelmar Industries                Trade Debt             $47,268

Compte's Inc.                    Trade Debt             $33,689

CDW                              Trade Debt             $32,475

Pacific West Litho               Trade Debt             $14,806

The James Group                  Trade Debt             $13,377

Epstein Becker & Green P.C.      Trade Debt             $12,726

Metro Exhibit                    Trade Debt             $12,013

Best Label                       Trade Debt             $10,379

NCH Retailer Services            Trade Debt             $10,270

Windes & McClaughry CPA          Accounting Fees         $9,500

Roadway Express                  Trade Debt              $8,882

Vintage Packaging, Inc.          Trade Debt              $8,794


SUPERVALU INC: Moody's Puts B1 Rating on $500 Million Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 and a Loss-
Given-Default assessment of LGD4 (60%) to Supervalu Inc.'s new
$500 million senior unsecured notes.

The outlook remains stable.

Rating assigned:

   * Supervalu Inc.

     -- Senior unsecured and unguaranteed notes due 2014 at B1,
        LGD4, 60%

Ratings affirmed:

   * Supervalu Inc.

     -- Corporate Family Rating and Probability of Default at Ba3

     -- Senior unsecured and unguaranteed notes and debentures at
        B1, LGD4, 60%

   * New Albertson's, Inc. (legacy debt and core supermarket
     assets of the former Albertson's, Inc.)

     -- Senior unsecured and unguaranteed notes, medium term
        notes, mandatory convertible debt, debentures and bonds
        at B1, LGD4, 60%

   * American Stores Company, guaranteed by Cerberus-owned
     Albertson's, Inc., with an indemnity from New Albertson's
     and Supervalu

     -- Senior unsecured notes, medium term notes, debentures and
        bonds at B1, LGD4, 60%

Supervalu has reported that it will tender for subsidiary New
Albertson's mandatory convertible debt, the $1.1 billion Hybrid
Income Term Security Units.  Funding for the tender will be
provided by the proceeds of the proposed new $500 million notes
issue and by borrowings under Supervalu's unrated $2 billion
revolving credit agreement.  The new senior notes will be
unsecured and unguaranteed, thus ranking pari passu with
Supervalu's legacy debt, pre-Albertson's acquisition.  Upon
repayment, the rating on the HITS be withdrawn.

The Ba3 corporate family rating of Supervalu reflects that most
important quantitative and qualitative rating factors are
consistent with a Ba-rated retail company now that Albertson's has
been acquired.  In contrast to its pre-acquisition investment
grade attributes, Supervalu's more aggressive financial policy and
credit metrics are commensurate with Ba rated retailers.  The
ratings also incorporate Moody's view that business risk is
assessed at a low-Baa or high-Ba level because of expected
challenges in achieving the promised post-merger efficiencies and
because of intense competition in food retailing.

The stable outlook reflects Moody's expectation

   -- that credit metrics will remain near pro-forma current
      levels over the medium-term;

   -- that the fixed charge burden for debt service, capital
      investment, and dividend payments will remain substantial
      relative to operating cash flow; and,

   -- that grocery retailing competition will remain intense.

An upgrade is unlikely within the medium-term because of the
lengthy integration process given that Supervalu has more than
doubled its size and now operates in new markets.  Over the longer
term, ratings could move upward if the company establishes that it
can obtain a material portion of the promised post-merger
operating efficiencies and if the company's many geographies are
able to maintain market share and operating margins in spite of
the high level of competition.

Additionally, an upgrade would require a strengthening of
Supervalu's financial flexibility such that Free Cash to Debt
sustainably exceeds 10%, EBIT covers interest expense by more than
3 times, and Debt to EBITDA falls toward 4.25 times.  Factors that
could lead Moody's to consider a negative rating action include a
reversal in debt protection measure improvements such as debt to
EBITDA approaching 5 times, EBIT to interest falling below 1.5
times, or free cash flow to debt declining to break-even,
permanent market share declines in several of the company's key
markets, or extended challenges in combining the Albertson's
stores with the existing SUPERVALU operations.

Supervalu Inc., headquartered in Eden Prairie, Minnesota, is the
country's third largest supermarket chain, with more than 2,500
stores, including the core supermarket operations of Albertson's,
Inc. acquired on June 2, 2006.  Supervalu also has a food
distribution business serving more than 5,000 grocery stores.  For
the fiscal year to end in February 2007, sales are estimated to
range from $37 billion to $38 billion.


SUPERVALU INC: S&P Rates Proposed $500 Million Senior Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Minneapolis, Minnesota-based SuperValu Inc.'s planned issuance of
$500 million senior notes due 2014.

At the same time, S&P affirmed the 'BB-' corporate credit and all
other ratings on the company.  The outlook remains stable.

Proceeds are expected to be used to fund the purchase of all of
the company's outstanding 7.25% Hybrid Income Term Security Units
held in the form of Corporate Units.  The company has made a
tender offer at $25.22 per Corporate Unit.  If all of the
45,970,800 Corporate Units outstanding as of Oct. 20, 2006, are
tendered, the total purchase price would amount to $1.16 billion.
Additional funding will be provided by SuperValu's senior secured
credit facilities.

"The ratings on SuperValu reflect its participation in the highly
competitive supermarket industry and integration risk following
the company's June 2006 acquisition of Albertson's key retail food
assets," said Standard & Poor's credit analyst Stella Kapur.
These factors are mitigated by SuperValu's large scale, solid
market positions, broad geographic reach, and format diversity.


SUPERVALU INC: Fitch Rates New $500 Million Sr. Unsec. Notes at B+
------------------------------------------------------------------
Fitch Ratings expects to rate SUPERVALU Inc.'s new $500 million
senior unsecured notes due 2014 'B+'.  The Rating Outlook is
Negative.

Proceeds from the new notes will be used to finance a portion of
the purchase of the 7.25% hybrid income term security units (HITS)
of New Albertson's, for which SUPERVALU and New Albertson's have
jointly tendered.  If all the units are tendered, the purchase
price will be approximately $1.16 billion.  The new notes will
rank equally with all of SUPERVALU's other senior unsecured
indebtedness.

The rating on SUPERVALU's new notes reflects the company's
sizeable and geographically diverse store base and strong market
shares in key markets.  Also considered are the risks associated
with integrating the SUPERVALU and Albertson's assets and the
ability to create a strategy to address the competitive landscape.


SURGILIGHT INC: Posts $329.4 Million Net Loss in 2006 2nd Quarter
-----------------------------------------------------------------
SurgiLight, Inc., reported a $329,404 net loss with no revenues
for the three months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $4,998,596 in
total assets, $4,391,955 in total liabilities, and $606,641 in
total stockholders' equity.

The Company's June 30 balance sheet also showed strained liquidity
with $730,401 in total current assets and $4,391,955 in total
current liabilities.

A full-text copy of the Company's financial statements for the
three months ended June 30, 2006, are available for free
at http://researcharchives.com/t/s?13da

                        Going Concern Doubt

Richard L. Brown & Company, P.A., in Tampa, Florida, raised
substantial doubt about SurgiLight'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 losses from operations and accumulated deficiency
at Dec. 31, 2005.

                         About SurgiLight

SurgiLight, Inc., sells ophthalmic lasers and related products and
services based on its own and licensed intellectual property,
primarily for use in refractive and presbyopia procedures.


SUSSER HOLDINGS: Moody's Assigns Loss-Given-Default Rating
----------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian retail sector, the rating
agency confirmed its B2 Corporate Family Rating for Susser
Holdings LLC, and downgraded its B2 rating to B3 on the company's
$170 million issue of 10.625% senior unsecured notes due 2013.
Additionally, Moody's assigned an LGD4 rating to those bonds,
suggesting noteholders will experience a 69% loss in the event of
a default.

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alpha-numeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will default
on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Susser Holdings LLC, with headquarters of its operating subsidiary
in Corpus Christi, Texas, operates 319 convenience stores in Texas
and Oklahoma.  The company also wholesales fuel to 345 independent
retailers.  Revenue for the twelve months ending April 2, 2006 was
about $2 billion.


TEC FOODS: Court Gives Initial OK on Amended Disclosure Statement
-----------------------------------------------------------------
The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court for
the Eastern District of Michigan in Detroit gave preliminary
approval on TEC Foods Inc.'s amended disclosure statement
explaining its amended combined plan of reorganization reflecting
resolution of outstanding allowed claims.

The Debtor's original combined reorganization plan and disclosure
statement, as published in the Troubled Company Reporter on
Oct. 9, 2006, was denied Court-approval because of some terms
requiring the Debtor's correction or clarification.

Specifically, the Court noted, among others, that the Plan must:

   1. state what the projected monthly payments will be to claims
      under Classes 1, 2, and 5 over the life of the Plan; and

   2. describe any potential claims, including Chapter 5 causes of
      action, and their estimated value, and include those in the
      litigation analysis.

          Amended Combined Plan and Disclosure Statement

Under the Amended Plan, the $5,092,784 secured claim of Wells
Fargo Bank, N.A., as indenture trustee, will be paid in full
pursuant to the existing contractual and secured note terms
through fiscal year 2007.

Through sale-leaseback transactions for seven of the Debtor's
stores, the Debtor will pay Wells Fargo $3,749,299 in fiscal year
2007.  The balance owed to Wells Fargo after the payment will be
approximately $745,075.  The secured note obligation will be
re-amortized over 13 years from the effective date of the Plan at
10.09% and paid in cash.

Specifically, the Plan proposes to pay Wells Fargo $8,592 per
month.  The note obligations owed by the Debtor to Wells Fargo
will continue to be secured by liens in all of the Debtor's
assets.

The secured claims of General Motors Acceptance Corporation and
General Electric Capital Corporation for equipment and vehicle
leases will be paid in full in cash.

Holders of allowed unsecured claims will also be paid in full,
with a 5.12% interest rate accrued from the Debtor's bankruptcy
filing.

FL Receivables Trust 2002-A is entitled to full payment of its
allowed unsecured claim based upon a 13-year amortization
schedule, at the applicable statutory judgment interest rate of
5.12% accrued from Nov. 3, 2005, with a balloon payment of
approximately $2 million at the end of the eighth fiscal year
after confirmation of the Plan.

Merchants Capital Partners L.P.'s allowed unsecured claim, which
totals $2,263,110, will be paid in full in cash.

Equity interests in the Debtor will remain the same.

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a Taco
Bell franchisee.  The company filed for chapter 11 protection on
Nov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154).  Paula A.
Hall, Esq., at Butzel Long, P.C., represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection form its creditors, it estimated assets and debts
between $10 million and $50 million.


UNIVERSAL COMMS: Gets $1.5 Mil. from Private Placement 2nd Closing
------------------------------------------------------------------
Universal Communications Systems, Inc., received $1,506,025 in
proceeds from the second closing of its private placement pursuant
to a Subscription Agreement with several accredited and qualified
institutional investors.

The Company completed on Feb. 27, 2006 a private placement
pursuant to a Subscription Agreement with several accredited
and/or qualified institutional investors.  The investors
subscribed to purchase an aggregate principal amount of $3,012,050
in 9% secured convertible promissory notes and 1 Class A and 1
Class B common stock purchase warrant for each 2 shares which will
be issued on each closing date assuming full conversion of the
secured convertible notes on the closing date.  The subscription
agreement calls for two closings, an initial closing representing
$1,506,025 of 9% secured convertible promissory notes, 75,301,250
Class A warrants and 75,301,250 Class B warrants and a second
closing representing the balance.  The initial closing took place
February 28, 2006.  Funds from the second closing were received on
Oct. 17, 2006, with total proceeds of $1,506,025.

The secured convertible notes, as amended in connection with the
October closing, bear simple interest at 9% per annum payable
monthly together with 5.5% of the initial principal, all interest
accrued and any other amounts not paid, commencing six months from
the issuance date, and mature 2 years after the date of issuance.
The payments may be made in cash or in the Company's common stock
at a conversion rate which is the lesser of $0.005 per share or
70% of the average closing bid price for the preceding five
trading days, at the Company's discretion.  The conversion price
is adjustable in the event of any stock split or reverse stock
split, stock dividend, reclassification of common stock,
recapitalization, merger or consolidation.  In addition, the
conversion price of the secured convertible notes will be adjusted
in the event that the Company will spin off or otherwise divest of
a material part of its business or operations or dispose of all or
a portion of its assets.  The Company's obligation under the
convertible notes is secured by all of its assets pursuant to a
certain Security Agreement dated as of Feb. 27, 2006.

The Class A warrants, as amended, are exercisable until four years
from the effective date of the registration statement for the
warrant shares at an exercise price equal to the conversion price
of the Notes, and the Class B warrants are exercisable for 180
days from the effective date of the registration statement for the
warrant shares at an exercise price equal to the conversion price
of the Notes.

A full text-copy of the Waiver, Consent and Amendment Agreement
may be viewed at no charge at http://ResearchArchives.com/t/s?13dd

Universal Communications Systems, Inc. -- http://www.ucsy.com/--  
and its subsidiaries are actively engaged worldwide in developing
and marketing solar energy systems, as well as systems for the
extraction of drinkable water from the air. Consolidated
subsidiaries include wholly owned subsidiaries AirWater Corp.,
AirWater Patents Corp, Millennium Electric T.O.U. Ltd, Solar Style
(USA) Inc., Solar One Inc, Solar Style Ltd., and Misa Water
International, Inc, and majority-owned subsidiaries Atmospheric
Water Technologies and Millennium USA.

Prior to 2003, the Company was engaged in activities related to
advanced wireless communications, including the acquisition of
radio-frequency spectrum internationally.  Currently, the
Company's activities related to advanced wireless communications
are conducted solely through its investment in Digital Way, S.A.,
a Peruvian communication company and former wholly owned
subsidiary.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Reuben E. Price & Co. expressed substantial doubt about
Universal's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Sept. 30, 2005 and 2004.  The auditing firm pointed to the
Company's over $1.5 million working capital deficit and recurring
losses from operations.


USG CORP: Wants Until January 26 to Object Administrative Claims
----------------------------------------------------------------
Pursuant to their Section I.A.35 of their confirmed First Amended
Joint Plan of Reorganization, USG Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend until January 16, 2007, their October 18, 2006 deadline
to object to administrative claims and other claims, other than
asbestos personal injury claims.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates, more than 7,400 claims have been
filed against the Debtors since the Petition Date, and as the
effective date of the Plan, the Debtors have resolved 6,000 of
the 7,400 filed claims.  Further in the four months since the
Effective Date, and prior to the October 18, 2006 deadline, the
Reorganized Debtors have filed objections to just over 900
claims.

According to Mr. Madron, the Reorganized Debtors believe that
they have filed all necessary objections to disputed claims,
including all administrative claims, with the exception of
certain tax claims that are subject to continuing audits and
reviews.  However, under Section VII.A.1 of the Plan, if they do
not file an objection or a schedule amendment for a disputed
claim by the Claims Objection Bar Date, the claim becomes
automatically allowed.

Accordingly, the Reorganized Debtors are seeking an extension of
the Claims Objection Bar date to fully ensure that they have not
mistakenly overlooked any disputed claims that will become
automatically allowed if the objection deadline if not extended.

Mr. Madron asserts that that the extension is necessary so the
Reorganized Debtors can have additional time to continue to
review numerous claims filed by taxing authorities as placeholder
or unliquidated claims, as the taxing authorities also continue
their audits of the tax years covered by the claims.
Additionally, certain parties continue to file amended proofs of
claim or requests for payment of administrative claims that the
Reorganized Debtors must review and object to, as necessary.

The Reorganized Debtors assure the Court that the requested
extension will not unnecessarily delay the completion of the
claims reconciliation process, and it will permit them to
continue to resolve any remaining claims issues consensually and
efficiently.

Objections to the Reorganized Debtors' request are due on
December 1, 2006, at 4:00 p.m. (Eastern).

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006.
(USG Bankruptcy News, Issue No. 124; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VALEANT PHARM: Financial Restatement Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service puts the B1 corporate family rating
ratings of Valeant Pharmaceuticals International under review for
possible downgrade.  The company's disclosure that it will restate
certain financial statements as a result of accounting errors
related to accounting for stock options prompted this rating
action.

The rating review is prompted primarily by concerns that failure
to file timely financial statements with the SEC could lead to an
acceleration of debt maturities.  According to the indentures
governing $300 million of Valeant's senior notes, $240 million of
3% convertible notes and $240 million of 4% convertible notes,
failure to file timely SEC reports constitutes a covenant
violation.  If the trustee or holders of 25% of the respective
series of notes or convertibles declare a default, Valeant must
cure the violation within 60 days or the debt becomes immediately
due.

Secondary concerns include the company's cash flow relative to
debt, which has remained somewhat weak for Moody's B1 corporate
family rating, and delays in the expected timeline for Viramidine
regulatory filings following VISER1 data published in March 2006
and VISER2 data published in September 2006.  Moody's rating
outlook on Valeant has been negative since March 23, 2006.

Moody's rating review will focus on:

   (1) the ability of the company to meet the filing requirements
       specified in the indentures;

   (2) the nature and extent of the restatement, as well as the
       disclosures of any weaknesses in internal controls over
       financial reporting; and,

   (3) the company's ability to improve free cash flow over the
       near term through growth in product sales and cost
       restructuring activities while continuing to invest in
       Viramidine clinical trials.

Ratings placed under review for possible downgrade:

   * Valeant Pharmaceuticals International

     -- B1 corporate family rating

     -- Ba3 senior unsecured notes of $300 million due 2011
       (LGD3, 39%)

     -- Ba3 probability of default rating


Moody's does not rate Valeant's 3% convertible subordinated notes
of $240 million due 2010 or its 4% convertible subordinated notes
of $240 million due 2013.

Headquartered in Costa Mesa, California, Valeant Pharmaceuticals
International [NYSE: VRX] is a global specialty pharmaceutical
company with $823 million of 2005 revenues.


VICKI HUFF: Case Summary & Eleven Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vicki R. Huff
        pdba California Legal
        1480 Andalusian Drive
        Norco, CA 92860

Bankruptcy Case No.: 06-13022

Chapter 11 Petition Date: October 18, 2006

Court: Central District Of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: Stephen R. Wade, Esq.
                  400 North Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eleven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bank of America                  Business Operating       $50,000
Commercial Loan                  Expenses
P.O. Box 2864
Hartford, CT 06101-8715

Bank of America                  Revolving Credit         $24,182
P.O. Box 60069                   Account
City of Industry, CA 91716-0069

Bank of America                  Revolving Credit          $3,749
P.O. Box 60073                   Account
City of Industry, CA 91716-0069

Chase Visa                       Revolving Credit         $41,292
P.O. Box 15298                   Account
Wilmington, DE 19850-5298

American Express                 Revolving Credit         $34,198
P.O. Box 0001                    Account
Los Angeles, CA 90096-0001

MBNA America                     Revolving Credit         $17,309
P.O. Box 15102                   Account
Wilmington, DE 19850-5102

Trendwest                        Vacation Timeshare       $16,000

Verizon                          Advertising              $14,883

Citi Financial                   Revolving Credit         $13,159
                                 Account

Wells Fargo Financial            Revolving Credit          $7,045
                                 Account

Capital One                      Revolving Credit          $2,800
                                 Account


VIKING SYSTEMS: Posts $4.27 Mil. Net Loss in 2006 Second Quarter
----------------------------------------------------------------
Viking Systems Inc. reported a $4,268,937 net loss on $883,180 of
sales for the three months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $5,526,698
in total assets and $17,269,920 in total liabilities, resulting in
a $11,743,222 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $5,226,588 in total current assets and $9,201,536
in total current liabilities.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?13d9

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Peterson & Co., LLP, in San Diego, California, raised substantial
doubt about Viking Systems' 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 losses from operations and working capital deficit.

                       About Viking Systems

Based in La Jolla, California, Viking Systems, Inc. (OTCBB: VKSY)
-- http://www.vikingsystems.com/-- provides 3D endoscopic vision
systems to hospitals for minimally invasive surgery.  Viking is
leveraging that position to become a market leader in bringing
integrated solutions to the digital surgical environment.  The
company's focus is to deliver integrated information,
visualization and control solutions to the surgical team,
enhancing their capability and performance in MIS and complex
surgical procedures.


VITASTI INC: Posts CDN$667,525 Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Vitasti Inc. reported a net loss of CDN$667,525 for the quarter
ended June 30, 2006, compared to CDN$1,712,846 for the equivalent
period in 2005.  Total revenues for the quarter amounted to
CDN$33,353 compared to CDN$86,255 in the prior year.

As of June 30, 2006, the company's balance sheet showed
CDN$2,513,064 in total assets and CDN$536,585 in total liabilities
with a stockholders' equity of CDN$1,976,479.

The Company's June 30 balance sheet also showed strained liquidity
with CDN$408,758 in total current assets available to pay
CDN$536,585 in total current liabilities.

A full-text copy of the company's interim quarterly report is
available for free at http://researcharchives.com/t/s?13ce

                      Going Concern Doubt

Manning Elliott LLP expressed substantial doubt about Vitasti'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 working capital
deficiency and significant operating losses from operations.
Manning Elliott also pointed to the company's need for additional
equity/debt financing to sustain operations.

                       About Vitasti

Headquartered in Vancouver, Canada, Vitasti, Inc., sells and
distributes low carbohydrate and sugar-free foods through retail
and wholesale outlets in Western British Columbia, Canada, and
through the internet.


VOUGHT AIRCRAFT: Liquidity Concerns Cue S&P to Downgrade Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating to 'B-' from 'B+', on Vought Aircraft
Industries Inc. and removed the ratings from CreditWatch, where
they were placed with negative implications on May 12, 2006.  The
outlook is developing.

"The downgrade reflects higher-than-expected losses, liquidity
concerns, and the challenges of reducing costs and replacing
programs that will end in the next few years," said Standard &
Poor's credit analyst Christopher DeNicolo.

The ratings on Dallas, Texas-based Vought reflect a highly
leveraged financial profile, stemming from high debt levels and
losses, the large up-front costs and long, uncertain payback
period associated with investing in new programs, limited program
diversity, and exposure to the cyclical and competitive commercial
aircraft industry.  These factors are offset somewhat by Vought's
major market position, its strategic importance to Boeing Co., and
a recovery in the commercial aircraft market.  Vought is one of
the largest independent producers of aerostructures for commercial
(around 48% of revenues), military (33%), and business (19%)
aircraft.  Structures manufactured include wings, fuselages, and
tail sections.

To improve its cost structure and align capacity to demand, Vought
had planned to reduce its manufacturing space by more than 25%
over the next few years, resulting in $50 million of annual
savings.  However, disruptions in production due to moving product
lines and quality problems after restarting production have
resulted in higher-than-expected costs.  Therefore the company has
ceased further consolidation activities, which should reduce the
expected cash outflow over the next few years.  Vought still has
significant overcapacity that will have to be addressed.  The
company has instituted other cost reduction efforts, including
reducing administrative overhead by 25%, and recently was able to
revise pricing in certain contracts, improving earnings by almost
$100 million.

Efforts to reduce costs, strength in some markets, and the start
of production on the 787 program should result in stable or
improving, albeit very weak, credit protection measures over the
intermediate term.  Ratings could be lowered if significant delays
or cost overruns on the 787 result in a very tight liquidity
situation, or if Vought fails to improve profitability and cash
generation on existing programs or replace revenues related to
programs that are ending. If the 787 program and the company's
cost reduction efforts proceed as expected, earnings and cash flow
could improve to levels that might warrant an upgrade in the
intermediate term.


VULCAN ENERGY: Moody's Assigns Loss-Given-Default Ratings
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the broad energy midstream sector, encompassing
companies that engage in the extraction, treating, transmission,
distribution, and logistics for crude oil, natural gas, and other
hydrocarbon products, the rating agency affirmed its Ba1 corporate
family rating on Vulcan Energy Corporation.

The rating agency also revised or held its probability-of-default
ratings and assigned loss-given-default ratings on these loans and
bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Term Loan B
   due 2011               Ba2       Ba2    LGD6       95%

   Sr. Sec. Gtd.
   Revolving Credit
   Facility due 2009      Ba2       Ba2    LGD6       95%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating methodology
will also enhance the consistency in Moody's notching practices
across industries and will improve the transparency and accuracy
of Moody's ratings as Moody's research has shown that credit
losses on bank loans have tended to be lower than those for
similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's opinion
of expected loss are expressed as a percent of principal and
accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%) to
LGD6 (loss anticipated to be 90% to 100%).

Vulcan Energy, fka Plains Resources, is an independent midstream
energy company whose primary asset is its 17% interest in Plains
All American Pipeline.  It also owns 54% of that company's general
partner.


WILLIAM BRANT: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William Joseph Brant, Jr.
        fdba B & K Management
        910 Ridge Road, Unit 105
        Munster, IN 46321

Bankruptcy Case No.: 06-62268

Chapter 11 Petition Date: October 24, 2006

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Daniel L. Freeland, Esq.
                  Daniel Freeland & Assoc.
                  2136-45th Street
                  Highland, IN 46322
                  Tel: (219) 922-0800

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Robert Krilich                     Judgment            $4,000,000
c/o Hinshaw & Culbertson, LLP
P.O. Box 1389
Rockford, IL 61105-1389

First National Bank of IL          Personal Guaranty   $1,076,970
3256 Ridge Road                    of Business Debt
Lansing, IL 60438

Harris Bank                        Personal Guaranty     $689,987
7701 Broadway                      of Business Debt
Merrillville, IN 46410

Bond Safeguard Insurance Co.       Contract Bond         $660,611
601 Oakmont, Suite 400
Westmont, IL 60559

Lexon Insurance Company            Contract Bond         $514,500
601 Oakmont, Suite 400
Westmont, IL 60559

Amerus Capital Management          Personal Guaranty     $479,052
699 Walnut Street, Suite 144       of Corp. Debt
Des Moines, IA 50309

Bond Safeguard Insurance Co.       Contract Bond         $413,101
601 Oakmont, Suite 400
Westmont, IL 60559

First National Bank of IL          Personal Guaranty     $366,090
3256 Ridge Road                    of Business Debt
Lansing, IL 60438

Bond Safeguard Insurance Co.       Contract Bond         $427,034
601 Oakmont, Suite 400
Westmont, IL 60559

Citizens Financial Bank            Line of Credit        $150,000

WJB, Jr. & Associates              Personal Loan          $73,507

Centier Bank                       Personal Guaranty      $68,895
                                   Of Business Debt

Citizens Financial Bank            Mortgage of Munster    $57,822
                                   Condo

Lyndon Property Insurance          Contract Bond          $30,000


WINDSWEPT ENVIRONMENTAL: Files Three Amended Financial Statements
-----------------------------------------------------------------
Windswept Environmental Group Inc. filed Oct. 19, 2006, with the
Securities and Exchange Commission amended financial statements
for the quarter ended:

   -- Sept. 27, 2005
   -- Dec. 27, 2005, and
   -- March 28, 2006.

                           Explanations

These financial reports were amended to revise the accounting for
the debt and equity instruments issued to Laurus Master Fund,
Ltd., in connection with the Company's transactions on June 30,
2005.

Specifically, the Company applied derivative accounting to account
for certain embedded derivatives, whose recognition was required
due to an insufficiency of authorized common shares existing as of
June 30, 2005, and continuing through Sept. 29, 2006.

On Sept. 29, 2006, the Company executed an Omnibus Amendment
amending the terms of its agreements with Laurus.  Pursuant to the
agreement, the Company amended and restated the secured
convertible term note.

By virtue of certain provisions in the Omnibus Amendment and the
Amended Note, which significantly reduces the number of shares
potentially issuable to Laurus as of Sept. 29, 2006, and through
the date of the filing of this Amendment, the Company has a
sufficient number of authorized shares to issue in the event that
all of the derivative securities issued by the Company are
exercised or converted.

As a result, the Company believes that it no longer has to apply
derivative accounting.  The Company anticipates that in its
Form 10-Q for the three months ended Sept. 30, 2006, the
applicable derivative liability balances will be credited to
equity.

The Company amended these financial statements in response to
comment letters received from the SEC.

In the process of preparing these amendments, the Company
discovered that it has not adopted Statement of Financial
Accounting Standards No. 123 (Revised), Share-Based Payments until
the third quarter of fiscal 2006.

SFAS No. 123R was required to be adopted at the beginning of the
Company's fiscal year.  Such adoption reflects in the statement of
operations for the current year the pro-forma expense, which was
previously required to be disclosed in the footnotes.

Also, the operations amount includes the cost of employment-
related options issued to the Company's chief executive officer.
The previous pro-forma disclosure incorrectly omitted such cost.

                            Financials

The Company's Statement of Operations showed:

                                   For the period ended
                           -------------------------------------
                              Quarter      Quarter      Quarter
                             09/27/05     12/27/05     03/28/06
                           -----------  -----------  -----------
Revenue                     $5,164,339  $17,714,342     $823,289

Net Income (Loss)         ($25,033,435) $24,943,742  ($2,391,930)

The Company's Balance Sheet showed:

                                   For the period ended
                           -------------------------------------
                              Quarter      Quarter      Quarter
                             09/27/05     12/27/05     03/28/06
                           -----------  -----------  -----------
Current Assets              $9,689,365  $16,490,607  $15,860,421

Total Assets               $16,215,731  $22,613,603  $21,730,180

Current Liabilities        $35,366,708  $16,925,437  $19,417,563

Total Liabilities          $37,436,241  $18,941,555  $21,440,365

Total Stockholders'
Equity (Deficit)          ($21,220,510)  $3,672,048     $289,815

Full-text copies of the Company's amended financials are available
for free at:

For the quarter ended
---------------------
   Sept 27, 2005      http://ResearchArchives.com/t/s?13e2
   Dec. 27, 2005      http://ResearchArchives.com/t/s?13e3
   March 28, 2006     http://ResearchArchives.com/t/s?13e4

                        Going Concern Doubt

Massella & Associates, CPA, PLLC, in Syosset, New York, raised
substantial doubt about Windswept Environmental Group, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
June 28, 2005.  The auditor pointed to the Company's recurring
losses from operations, difficulty in generating sufficient cash
flow, and working capital and stockholders' deficiencies.

                About Windswept Environmental Group

Based in Bay Shore, New York, Windswept Environmental Group, Inc.,
through its wholly owned subsidiary, Trade-Winds Environmental
Restoration, Inc. -- http://www.tradewindsenvironmental.com/--  
provides a full array of emergency response, remediation, disaster
restoration and commercial drying services to a broad range of
clients.  The Company specializes in hazardous materials
remediation, microbial remediation, testing, toxicology, training,
wetlands restoration, wildlife and natural resources
rehabilitation, asbestos and lead abatement, technical advisory
services, restoration and site renovation services.


XEROX CORP: Earns $536 Million in Quarter Ended September 30
------------------------------------------------------------
Xerox Corporation reported third-quarter 2006 net income of
$536 million, compared to $63 million of net income earned in the
equivalent prior year quarter ended Sept. 30, 2005.  The company's
third-quarter earnings this year include a previously announced
tax benefit of 45 cents per share partially offset by
restructuring of 7 cents per share and a litigation charge of 7
cents per share.

"Through earnings expansion, annuity growth and a strong financial
position that allows for stock buyback and acquisitions, we
exceeded our expectations this quarter and are delivering on our
commitment to build shareholder value," said Anne M. Mulcahy,
Xerox chairman and chief executive officer.

Total revenue of $3.8 billion grew 2% in the third quarter. Post-
sale and financing revenue, which represents about 75% of Xerox's
total revenue, increased 3%, largely driven by 4% post-sale growth
from digital systems.

Total revenue and post-sale revenue included a currency benefit of
1 percentage point.  "The leading indicators of our growth
strategy - which is all about boosting our annuity stream through
growth in digital, services and color - continued to trend
positively in the third quarter," added Ms. Mulcahy.  "Install
activity was up for Xerox digital systems in key markets like
office multifunction and production color.  Our expertise in
document management flowed through to post-sale growth of 7% from
global services.  And, our broad portfolio of color technology
fueled a 16% increase in post-sale revenue from color."

About 48% of the company's equipment sales in the third quarter
were from color products, a year-over-year increase of 7 points.
Total revenue from Xerox's industry-leading color systems grew 16%
in the third quarter and now represents 36% of the company's
revenue, up 4 points from a year ago.  The number of pages printed
on Xerox color systems grew 35% in the quarter.

While equipment sale revenue was down 1% in the third quarter
including a 1 point benefit from currency, installs of key
products like the Xerox iGen3 Digital Production Press and
DocuColor systems as well as WorkCentre multifunction systems
drove up activity, fueling future gains in the company's post-sale
revenue.

Signings for document management services were up 16% year to date
and were about flat in the third quarter as the company
experienced longer lead times for finalizing multi-year contracts.

Xerox's production business provides commercial printers and
document-intensive industries with high-speed digital printing and
services that enable on-demand, personalized printing.  Total
production revenue increased 3% in the third quarter including a 2
point currency benefit.  Installs of production black-and-white
systems declined 6% with growth in light production only partially
offsetting declines in higher-end production printing.  Production
color installs grew 107%, reflecting accelerated activity for the
iGen3 and continued strong demand for the DocuColor 5000 and
7000/8000 series as well as the DocuColor 240/250 multifunction
system.

Earlier this month, Xerox made several announcements that
strengthen its leadership in the production market including the
acquisition of XMPie, a leading provider of variable information
software; advanced finishing capabilities for the iGen3 and
DocuTech 180 Highlight Color system; and a dual-engine printer
that sets a new speed record for two-sided, cut-sheet black-and-
white printing.

Xerox's office business provides document technology and services
for businesses of any size.  Total office revenue was flat in the
third quarter including a 2 point currency benefit.  Installs of
office black-and-white systems were up 10%, largely driven by 19%
growth from Xerox's mid-range line of WorkCentre multifunction
products.  In office color, installs of multifunction systems were
up 46% reflecting strong demand for the color WorkCentre systems
launched in May and the continued success of the office version of
the DocuColor 240/250.  Expanding its competitive offerings for
small and medium-sized businesses, Xerox launched in September the
WorkCentre 4150, its fastest-ever desktop multifunction system.

The company also cited continued improvement in its developing
markets operations.  Total revenue grew 7% in DMO.  Gross margins
were 40.2% in the third quarter, a year-over-year decline of 1.1
points.  The decline was primarily due to product mix and
equipment pricing as well as lower margins in Xerox's global
services business as the company incurred upfront costs to support
new multi-year managed services contracts.  Selling,
administrative and general expenses were 25.6% of revenue, a year-
over-year improvement of 1.3 points.

Xerox generated operating cash flow of $530 million in the third
quarter and closed the quarter with $1.5 billion in cash and
short-term investments.  Since launching its stock buyback program
last October, the company has repurchased about 78 million shares,
totaling $1.1 billion of the $1.5 billion program through the
third quarter of this year.  Also during the quarter, Xerox closed
on the $175 million cash acquisition of Amici LLC, a provider of
electronic-discovery services that support litigation and
regulatory compliance.

In early October, Xerox announced the $54 million cash acquisition
of XMPie, which is expected to close in the next few weeks.  Xerox
expects fourth-quarter 2006 earnings in the range of 21-24 cents
per share, including restructuring charges of about 13 cents per
share. Excluding restructuring, Xerox expects fourth-quarter
adjusted EPS of 34-37 cents per share.

"We expect our fourth-quarter performance will keep us on track to
deliver our full-year earnings expectations," said Ms. Mulcahy.

                            About Xerox

Headquartered in Stamford, Connecticut, Xerox Corporation
(NYSE: XRX) -- http://www.xerox.com/-- develops, manufactures,
markets, services, and finances document equipment, software,
solutions, and services worldwide.  It offers digital monochrome
and color systems for customers in the graphic communications
industry and enterprises, as well as various prepress and post-
press options.  Xerox Corporation markets its products through
direct sales force, as well as through a network of independent
agents, dealers, value-added resellers, and systems integrators.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Fitch upgraded Xerox Corp.'s Issuer Default Rating to 'BBB-' from
'BB+', Senior unsecured debt to 'BBB-' from 'BB+' and Trust
preferred securities to 'BB' from 'BB-'.  In addition, Fitch
affirmed the senior unsecured bank credit facility at 'BBB-' and
withdrawn the secured term loan rating of 'BBB-' since the secured
term loan was repaid and the secured bank facility terminated
concurrently with the effectiveness of the new unsecured credit
facility.  The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on March 3, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on Stamford, Connecticut-based Xerox Corp. and related
entities to 'BB+' from 'BB-', and removed it from CreditWatch,
where it was placed with positive implications on Jan. 26, 2006.
The upgrade reflected substantial recent debt reductions, good
cash flow and growth in equipment sales.  The outlook is stable.

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Moody's Investors Service revised the rating outlook of Xerox
Corporation and supported subsidiaries to positive from stable.
Moody's previously raised the senior implied rating of Xerox and
its financially supported subsidiaries to Ba1 from Ba3.  The
action was prompted by Xerox's significant debt and leverage
reduction over the last year, stable operating profit and free
cash flow generation, and the prospects for further strengthening
of its credit metrics and overall financial flexibility.


XILLIX TECHNOLOGIES: Files for Protection Under CCAA
----------------------------------------------------
Xillix Technologies Corp. disclosed that, as a result of the
demand letter which it received from its secured lender, Hercules
Technology Growth Capital, Inc., on October 13, 2006, the Company
has sought and obtained an order of the British Columbia Supreme
Court granting it protection from creditors under the Companies'
Creditors Arrangement Act.

The court order granted earlier Monday will give the Company time
to develop a reorganization plan, thereby providing the Company
with an opportunity to maximize value for its stakeholders.
During the period of this protection, the Company intends to
continue to seek a collaboration partner or other interested party
to further the development and commercialization of Xillix's world
leading fluorescence endoscopy for cancer detection.

PricewaterhouseCoopers has been appointed as Monitor to assist the
Company in connection with its reorganization.

                        Demand Letter

The Company had received a demand letter from Hercules for the
repayment of the term loan advanced by Hercules to the Company's
wholly owned subsidiary, Xillix US Ltd., pursuant to the loan
agreement dated as of December 20, 2005, which Loan is guaranteed
by the Company.

Hercules has alleged that Xillix is in default under the Loan
Agreement and related security agreement by reason of the
occurrence of material adverse effects consisting of the Company's
failure to meet its internal forecasts of sales and EBITDA for
August, 2006 and the fact that the Company's total assets to
liabilities ratio in August was less than 1.0 to 1.0.  Hercules
has demanded repayment of the Loan in the amount of $4,091,034,
plus interest from October 1st at a daily rate of $1,369.35 and a
back end fee of $115,500, all by October 23, 2006.


The Loan was advanced by Hercules to Xillix US in December 2005,
bears interest at the rate of 12.40% per annum, is repayable in
equal blended monthly instalments of principal and interest in the
amount of $260,000 each, and is guaranteed by the Company and
secured by a security interest in all of the Company's assets.

                      Loan Restructuring

In August 2006, Xillix had a number of discussions with Hercules
regarding the restructuring of the Loan, which on August 21, 2006
culminated in the execution of an amendment to the Loan Agreement,
pursuant to which the Company agreed to amend certain of the terms
of the Loan, including the amount of the monthly payments, and
paid the sum of $1 million to Hercules as a partial prepayment of
principal.  In exchange, Hercules agreed to waive certain claims
which it otherwise may have had with respect to defaults under the
Loan Agreement.

                        About Xillix

Xillix Technologies Corp. (TSX:XLX) --- http://www.xillix.com/--  
is a Canadian medical device company and the world leader in
fluorescence endoscopy for improved cancer detection.  Xillix's
currently approved device, Onco-LIFETM, incorporates fluorescence
and white-light endoscopy in a single device that has been
developed for the detection and localization of lung and
gastrointestinal cancers.  An international multicenter lung
cancer clinical trial of Onco-LIFE demonstrated a 325% per- lesion
improvement in the detection of early lung cancer (moderate-severe
dysplasia and carcinoma in situ) and a 250% per- patient
improvement compared to white-light alone.  Onco-LIFE is approved
for sale in the United States for the lung application and in
Europe, Canada and Australia for both lung and GI applications.
The Company also recently announced that it has developed a new
product, LIFE LuminusTM, designed to allow fluorescence imaging of
the colon using conventional video endoscope technology.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
October 25, 2006
   BEARD AUDIO CONFERECES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions, Review Risks, Examine Latest Decisions
      Affecting Directors, Advisors and Lenders of Troubled
      Companies
            Contact: http://www.beardaudioconferences.com/
                     240-629-3300

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event "The Latest in Fraud Investigations"
      with guest speaker Chad Cretney of
      PricewaterhouseCoopers
      Ernst & Young Tower
         Calgary, AB
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds - Expanded Financing Opportunities in Business
      Turnarounds
         Arizona
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Coach Dan Reeves
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

October 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BK/TMA Golf Tournament
         Orange Tree Golf Resort, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

October 30-31, 2006
   Distressed Debt Summit: Preparing for the Next Default Cycle
      Financial Research Associates LLC
         Helmsley Hotel, New York, NY
            Contact: http://www.frallc.com/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott, San Francisco, CA
            Contact: 415-896-1600 or http://www.airacira.org/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference
         Millennium Gloucester Hotel, London, UK
            Contact: http://www.turnaround.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Breakfast Program
         Marriott, San Francisco, CA
            Contact: 415-896-1600 or http://www.airacira.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 7-8, 2006
   EUROMONEY
      5th Annual Distressed Debt Investment Symposium
         Hyatt Regency, London, UK
            Contact: http://www.euromoneyplc.com/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon & Guest Speaker, Joel Naroff to
      discuss the economy, lending and M&A markets
         Davio's Northern Italian Steakhouse, Philadelphia, PA
            Contact: http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Webinar "Second Lien Financing or Investing: Are
      There Opportunities for You?"
         TMA HQ, Chicago, IL
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program - Cost Containment Strategies
         St. Louis, MO
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Cocktail Reception Honoring the
      Bankruptcy Benches of the Southern &
      Eastern Districts of New York and New Jersey
      Association of the Bar of the City of New York
         New York, NY
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 15-16, 2006
   EUROMONEY INSTITUTIONAL INVESTOR
      Asia Capital Markets Forum
         Island Shangri-La, Hong Kong
            Contact: http://www.euromoneyplc.com/

November 16, 2006
   BEARD AUDIO CONFERENCES
      KERPs and Bonuses under BAPCPA
         New Legal Strategies for Retaining Executives at Troubled
            Companies
               Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, WA
            Contact: 403-294-4954 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Life in the Bankruptcy Court with BAPCPA,
      A View from The Bench
         Oxford Hotel, Denver, CO
            Contact: http://www.turnaround.org/

November 16-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      8th Annual West Distressed Debt Investing Forum
         Venetian Resort Hotel Casino, Las Vegas, NV
            Contact: http://www.srinstitute.com

November 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Harry Nolan, Author of
         Airline without a Pilot - Lessons in Leadership
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 23-24, 2006
   EUROMONEY CONFERENCES
      5th Annual China Conference
         China World Hotel
         Beijing, China
            Contact: http://www.euromoneyconferences.com/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint TMA Florida/ACG Tampa Bay Luncheon
      Buying and Selling a Troubled Company
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30, 2006
   EUROMONEY CONFERENCES
      Euromoney/DIFC Annual Conference
      Managing superabundant liquidity
         Madinat Jumeirah, Dubai
            Contact: http://www.euromoneyconferences.com/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5, 2006
   EUROMONEY CONFERENCES
      CFO Forum
         Hyatt Regency, Hangzhou, China
            Contact: http://www.euromoneyconferences.com/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Cash Management After The Storm:
      Near-Term Planning for Long-Term Business Success
         Sheraton, Metairie, LA
            Contact: http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lender's Panel
         University Club, Jacksonville, FL
            Contact: http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

January 17, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 17-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Investing Conference
         Wynn, Las Vegas, NV
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 25-27, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Hyatt Regency, Denver, CO
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

April 29 - May 1, 2007
   INTERNATIONAL BAR ASSOCIATION
      International Insolvency Conference
      Zurich, Switzerland
            Contact: http://www.ibanet.org/

May 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA Atlanta Golf Outing
         White Columns, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

May 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or www.turnaround.org

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

September 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South FL
            Contact: 561-882-1331 or http://www.turnaround.org/

January 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, FL

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         JW Marriott Spa and Resort, Las Vegas, NV
            Contact: http://www.airacira.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      BAPCPA One Year On: Lessons Learned and Outlook
         Contact: http://www.beardaudioconferences.com
                  240-629-3300

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation under the New
      Code
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Reverse Mergers-the New IPO?
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners and
      Litigators
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Contact: http://www.beardaudioconferences.com
         240-629-3300

   BEARD AUDIO CONFERENCES
      When Tenants File -- A Landlord's BAPCPA Survival Guide
         Contact: http://www.beardaudioconferences.com
         240-629-3300

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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

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

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

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

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

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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