TCR_Public/061215.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 15, 2006, Vol. 10, No. 298

                             Headlines

AIRADIGM CORP: Court Confirms Third Amended Reorganization Plan
AIRTRAN HOLDINGS: Wants to Buy Midwest Air Group for $290 Million
AIRTRAN HOLDINGS: Merger Plan Cues S&P to Hold Credit Rating at B
AMERICAN CAMSHAFT: Case Summary & 59 Largest Unsecured Creditors
AMERIGAS PARTNERS: Earns $91.1 Mil. in Fiscal Year Ended Sept. 30

ASARCO LLC: Wants Exclusive Filing Period Extended to May 11
ASARCO LLC: Wants Marten Law Group as Omaha Environmental Counsel
BANC ONE: S&P Lifts Rating on Class H Certs. to BBB+ from BB+
BANC OF AMERICA: Moody's Holds Ba3 Rating on $7MM Class M Cert.
BELDEN & BLAKE: Earns $34.1 Mil. in Third Quarter Ended Sept. 30

BFC AJAX: Moody's Rates $40-Million Class E Notes at Ba2
CALPINE CORP: Can File Reorganization Plan Until June 20, 2007
CAPITOL ARMORED: Case Summary & 18 Largest Unsecured Creditors
CARPEDIEM-WEST: Case Summary & 11 Largest Unsecured Creditors
CATHOLIC CHURCH: Portland to Suspend Appraisal Work

CATHOLIC CHURCH: Court to Set Status Hearing on Voth's Claim Soon
CENTRIX FINANCIAL: 2nd Hearing on Asset Sale Set for January 11
CITIZENS FINANCIAL: AM Best Affirms Financial Strength Ratings
CONSORTIUM SERVICE: Sept. 30 Stockholders' Deficit Narrows to $6MM
CONTINENTAL AIRLINES: Union Ready to Respond to Likely UAL Merger

CREDIT SUISSE: S&P Holds Low-B Ratings on Classes J to O Certs.
CRESCENT REAL: S&P Revises Outlook to Negative from Stable
CYBER DEFENSE: Sept. 30 Balance Sheet Upside-Down by $14.1 Million
CYOP SYSTEMS: Posts $1.1MM Net Loss in Quarter Ended Sept. 30
DAIMLERCHRYSLER: U.S. Unit Ceases Production on Various Plants

DELPHI CORP: Ct. Indefinitely Adjourns Section 1113/1114 Hearing
DELPHI CORP: Behind by $1,250,000,000 in Pension Payments
DIAMOND ENTERTAINMENT: Sept. 30 Balance Sheet Upside-down by $1.8M
DLJ COMMERCIAL: Fitch Junks Rating on $15.5MM Class B-8 Certs.
DURA AUTOMOTIVE: Hires Glass & Associates as Financial Advisors

DURA AUTOMOTIVE: Gets Court's Final Okay for Customer Programs
ECOSPHERE TECH: Sept. 30 Balance Sheet Upside-Down by $8.9 Million
ELCOM INT'L: Equity Deficit Narrows to $1.2 Mil. at Sept. 30
ENER1 INC: September 30 Balance Sheet Upside-Down by $47 Million
ENTERGY NEW ORLEANS: Parent Plans Delisting from NYSE ARCA

ENTERGY NEW: Inks Stipulation on Adequate Protection Payments
ETHERIDGE CABINET: Case Summary & 20 Largest Unsecured Creditors
FEDERAL-MOGUL: Court OKs Inter-company Equity Interest Transfers
FIRST ACCEPTANCE: A.M. Best Affirms FSR Rating at B (Fair)
FOAMEX INTERNATIONAL: Files Supplements to Second Amended Plan

FORD MOTOR: Appoints Mark Fields to Lead Ford of the Americas
FOSTER WHEELER: Improved Profile Prompts S&P's Positive Outlook
GABRIEL TECHNOLOGIES: Williams & Webster Raise Going Concern Doubt
GE CAPITAL: Fitch Holds Rating on $9.9-Mil. Class J Certs. at BB+
GENERAL AGENTS: A.M. Best Says Financial Strength is Fair

GENERAL MOTORS: Expects $1 Million of Truck Sales in 2007
GENERAL MOTORS: S&P Holds Corporate Credit Rating at B
GFA HOLDINGS: Boulder Buyout Proposal Cues Moody's Stable Outlook
GRANITE BROADCASTING: Seeks Access to Lender's Cash Collateral
GRANITE BROADCASTING: Wants Trumbull Group as Noticing Agent

GREATWIDE LOGISTICS: Moody's Places B3 Corporate Family Rating
GREENPARK GROUP: Unsec. Creditors to Get Full Payment Under Plan
GREENPARK GROUP: Disclosure Statement Hearing Set for December 19
GS MORTGAGE: Moody's Holds Low-B Ratings on $23.4-Mil. of Debts
HARBORVIEW NIM: DBRS Places Low-B Ratings on 2 Certificate Classes

HARTVILEE GROUP: Incurs $5.7 Mil. Net Loss in 2006 Third Quarter
HEWETT'S ISLAND: Fitch Confirms BB Rating on $3MM Class E Notes
HM RIVERGROUP: S&P Assigns B- Corporate Credit Rating
HORIZON LINES: Increases Revolving Credit Facility by $25 Million
INTEGRATED HEALTHCARE: Sept. 30 Equity Deficit Rises to $32.5 Mil.

INTEGRATED SECURITY: Sept. 30 Balance Sheet Upside-Down by $7.6MM
JANESSA INC: Case Summary & 17 Largest Unsecured Creditors
KARA HOMES AT ENCLAVE: Case Summary & 20 Largest Creditors
KRISPY KREME: Delays Filing Report for Third Qtr. Ended Oct. 29
LEVEL 3: Unit Agrees to Sell $650 Million of 9.25% Senior Notes

LEVEL 3: Fitch Rates Proposed $500MM Senior Notes Issue at B
LEVEL 3: Unit Wants to Buy Back $500-Mil. of 10.75% Senior Notes
LONG BEACH: Moody's Lowers Rating on Four Tranches
MAKING OUR WAY: Case Summary & Nine Largest Unsecured Creditors
MAVERICK COUNTY: Fitch Pares Rating on $13MM Debt to BB from BBB

MERRILL LYNCH: Moody's Holds Low-B Ratings on $15MM of Debentures
METALS USA: Moody's Junks Rating on Proposed $150-Mil. PIK Notes
METALS USA: S&P Assigns CCC+ Rating to $150MM Senior Unsec. Notes
MGM MIRAGE: Moody's Rates New $750-Million Senior Notes at Ba2
MGM MIRAGE: S&P Puts BB Rating on Proposed $750 Mil. Sr. Notes

MRJ LLC: Case Summary & Six Largest Unsecured Creditors
NAPIER ENVIRONMENTAL: Lenders Waive November Interest Payments
NEWCOMM WIRELESS: Section 341(a) Meeting Slated for January 8
NOMURA ASSET: Collateral Losses Cue Fitch's Rating Downgrade
OCCAM NETWORKS: Changes Financial Reporting End Dates

ON THE BAY: Case Summary and Largest Unsecured Creditor
PC HOTELS: Case Summary & 20 Largest Unsecured Creditors
PEABODY ENERGY: Fitch Rates New $550-Mil. Junior Debt at BB-
PERFORMANCE TRANSPORTATION: Files Schedule of Unexpired Leases
PGMI INC: Reports $727,852 Net Loss in Quarter Ended Sept. 30

PLANET TECH: Posts $395,205 Net Loss in Quarter Ended Sept. 30
PRESIDENT CASINOS: Court Confirms Subsidiary's Reorganization Plan
PRESTIGE FOODS: Voluntary Chapter 11 Case Summary
Q-C CARRIAGE: Case Summary & 23 Largest Unsecured Creditors
REFCO INC: Seven Claimants Want Temporary Allowance on Claims

REFCO INC: Parties Ink Pact Resolving Alqahtani's Claim
REMY INTERNATIONAL: Moody's Cuts Corporate Family Rating to Caa3
RISKMETRICS GROUP: S&P Junks Rating on Proposed $130-Mil. Loan
RIVIERA HOLDINGS: S&P Holds B Rating with Developing Outlook
SAINT VINCENTS: Bayonne Takes Over SV Staten Island

SALOMON BROTHERS: Moody's Junks Rating on $15 Mil. of Certificates
SASKATCHEWAN WHEAT: Shareholders Reelect 11 Directors to Board
SCOTTS MIRACLE: S&P Places BB Rating on Negative CreditWatch
SHERRITT INT'L: DBRS Holds Sr. Unsec. Debt Rating's at BB (high)
SMART BALANCE: Moody's Assigns B3 Corporate Family Rating

STONEBRIDGE HOMES: Involuntary Chapter 11 Case Summary
STRATOS GLOBAL: Weak Results Cue S&P's Negative CreditWatch
TIVO INC: Posts $11.1 Million Net Loss in 2006 Third Quarter
TOTAL FITNESS: Case Summary & 187 Largest Unsecured Creditors
TROUTMAN'S EMPORIUM: Creditors' Panel Wins Alamo Group Litigation

TRUE TEMPER: Moody's Downgrades Corp. Family Rating to B3 from B2
UAL CORP: Union Ready to Respond to Possible Continental Merger
UNITED COMPONENTS: S&P Cuts Corp. Credit Rating to B from B+
UNITED SOILS: Case Summary & 20 Largest Unsecured Creditors
VENETO LLC: Court OKs Stephen Wade as Bankruptcy Counsel

WEB-IDEALS LLC: Case Summary & 20 Largest Unsecured Creditors
WERNER LADDER: Wants Loughlin Meghji to Serve as New CEO
WERNER LADDER: Wants More Time to Remove Civil Actions
WESTWAYS FUNDING: Fitch Rates $40-Million Income Notes at BB
WINDSTREAM CORP: Fitch's Issuer Default Rating Remains at BB+

WINN-DIXIE: To Distribute Common Stock Under Plan on December 21
WILLOWBEND NURSERY: Trustee Taps Vincent Gaudio CPA as Accountant
YUVAL RAN: Chapter 15 Petition Summary

* Six Ulmer & Berne LLP Attorneys Named as 2007 Leading Lawyers
* SEC to Propose Guidance for Sarbanes-Oxley 404 Implementation

* BOOK REVIEW: Cardozo and Frontiers of Legal Thinking: With
               Selected Opinions

                             *********

AIRADIGM CORP: Court Confirms Third Amended Reorganization Plan
---------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin has confirmed Airadigm
Communications, Inc.'s Third Amended Plan of Reorganization.

Judge Martin determined that the Modified Plan satisfies the
standards for confirmation under Section 1129(a) of the Bankruptcy
Code.

                          Plan Funding

The Debtor says that the Plan will be funded through a loan made
by the Telephone and Data Systems, Inc. or its designee.  The loan
will be added to the Allowed 3 Claims, which are secured with the
same Liens as the claim.

                       Treatment of Claims

Under the Plan, Administrative Claims and Priority Claims will be
paid in full.

The Federal Communications Commission's Class 2 Secured Claims
will be satisfied through:

   a) Delivery of Statement of Election

      The Debtor may deliver the Statement of Election to the FCC
      any time after the Confirmation Date, but must do so no
      later that the fifth Business Day after the later of
     
      (i) the date the Confirmation Order becomes a Final Order;

     (ii) the date the order or judgment in the FCC Adversary
          Proceeding determining the validity, priority and extent
          of the FCC's Liens on all the Licenses becomes a Final
          Order;

    (iii) the date the order or judgment determining the amount of
          all Class 2 Claims becomes a Final Order; and

     (iv) the date the Debtor obtains all necessary FCC approvals
          and any other regulatory approvals, on usual and
          customary terms and conditions, that may be required to
          effectuate the Plan and such approval and approvals
          become a Final Order or Final Orders; provided, however
          the Debtor will not elect to retain a Partial License
          unless the Debtor has obtained all necessary FCC
          approvals and any other regulatory approvals for the
          Partition or Disaggregation.

   b) Treatment Regarding Retained Licenses

      Holders of FCC Secured Claims, corresponding to each License
      the Debtor elects to retain, will be paid in full.

   c) Treatment Regarding Retained Partial Licenses

      The holder of the Secured Claim, corresponding to each
      Partial License the Debtor elects to retain from which the
      Partial License was partitioned or disaggregated, will
      receive, on the FCC Payment Date, as defined in the Plan, an
      amount in cash equal to the Retained Pro Rata Portion
      multiplied by the Secured Claim.

   d) Treatment Regarding Surrendered Licenses
      
      The holder of the Class 2 Claim secured by each License that
      the Debtor does not elect to retain will retain all of its
      rights and interests on the FCC Payment Date in full
      satisfaction of the claim.

   e) Treatment Regarding Surrendered Partial Licenses

      The Reorganized Debtor will surrender all of its rights and
      interests in each Partial License the Debtor does not elect
      to retain on the FCC Payment Date to the holder of the Class
      2 Claim secured by the License from which the Partial
      License was Partitioned or Disaggregated.  The Reorganized
      Debtor will receive a credit against that Claim in an amount
      equal to the Surrendered Pro Rata Portion of the claim.

   f) Treatment in Event of Section 1111(b) Election of the U.S.
      Bankruptcy Code

      (A creditor which is only partially secured to the extent of
      value of a collateral, may elect under Chapter 11 to have
      such claim treated as secured claim to the full extent that
      claim is allowed.)

      The holder of a Class 2 Claim corresponding to a License or
      Partial License that the Debtor elects to retain may make
      the election to treat the claim as a secured claim no later
      than the fifth Business Day following the date on which the
      Debtor delivers the Statement of Election.

      If the holder does not elect treatment under this Section,
      the Reorganized will satisfy the claim as summarized:

      (i) the holder's retention of its lien to the extent of the
          allowed amount of the Secured Claim until the claim is
          paid in full;

     (ii) holder's gain of securities and annuity contracts
          purchased by the Reorganized Debtor;

    (iii) When the holder of the Class 2 Claim has received the
          payment required from either the proceeds of securities
          or annuity contracts, the proceeds of a sale of the
          License, direct payment by the Debtor or any assignee,
          then the Claim is considered satisfied in full.

Holders of Class 3 TDS Secured Claims will be paid in full.

On the Payment Date, the Reorganized Debtor will pay Miscellaneous
Claims at its election either:

    (i) payment in cash of the balance due and owing on each
        Allowed Claim plus any interest that may be due, or

   (ii) surrender the collateral securing the claim to the holder,
        in full and complete satisfaction of the claims.

Holders of Unsecured Claims will receive shares of voting, common
stock in the Reorganized Debtor on the later of (i) the FCC
Payment Date and (ii) the date their claims are allowed.

The Reorganized Debtor, in full satisfaction of the Unsecured
Claims, will issue (i) one share of common stock for each $500,000
of each claim, and (ii) fractional shares for the balance of any
claim that is not satisfied by the issuance of whole shares or for
any claim that is allowed in an amount less than $500,000.

Holders of Convenience Claims will also be paid in full.

Holders of Equity Interests will receive nothing under the Plan.

A full-text copy of the Third Amended Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=061205053442

                          About Airadigm

Headquartered in Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless      
phone services through its Einstein PCS wireless networking
technology.  The company filed for chapter 11 protection on July
28, 1999 (Bankr. W.D. Wis. Case No. 99-33500).  The Court
confirmed its plan of reorganization in 2000.

The company filed a new chapter 11 petition on May 8, 2006 (Bankr.
W.D. Wis. Case No. 06-10930).  Kathryn A. Pamenter, Esq., and
Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom
& Moritz, Ltd., represent the Debtor in its new bankruptcy
proceedings.  No Official Committee of Unsecured Creditors has
been appointed in the Debtor's new bankruptcy case.  In its second
bankruptcy filing, the Debtor estimated assets between $10 million
to $50 million and debts of more than $100 million.


AIRTRAN HOLDINGS: Wants to Buy Midwest Air Group for $290 Million
-----------------------------------------------------------------
AirTran Holdings, Inc., the parent of AirTran Airways, has made a
proposal to acquire all of the outstanding common stock of Midwest
Air Group, Inc. for $11.25 per Midwest share in cash and AirTran
stock or a total equity value of approximately $290 million.  

The offer represents a 37% premium to the thirty-day average
closing price and an 89% premium to the six months average closing
price for Midwest's common stock, prior to Oct. 20, 2006, the date
the offer was made.

The proposed merger was initially outlined in a letter from Joe
Leonard, Chairman and Chief Executive Officer of AirTran Holdings,
to the Midwest Board of Directors on Oct. 20, 2006.  After a
series of communications between the principals and the companies'
respective advisors, on Dec. 7, 2006, Mr. Leonard was informed
that the Midwest board had declined AirTran's merger offer,
determined not to consider AirTran's proposal further and intended
to remain independent.

On Dec. 13, 2006, Mr. Leonard sent a letter to the Midwest board
advising them that AirTran would continue to pursue a merger with
Midwest because it believes the proposed combination offers
substantial and compelling benefits to the constituents of both
Midwest Airlines and AirTran Airways.

The combination of AirTran Airways and Midwest Airlines would
create a truly national low cost airline with pro forma revenue of
approximately $3 billion in 2007.  AirTran believes that both
companies would benefit from this merger by building greater
scale, efficiencies and growth opportunities to better succeed in
the face of an increasingly competitive airline environment.

Because the network routes of the two carriers are complementary
with limited overlap, the combined company would have a national
footprint and result in an airline with approximately 1,036 daily
departures with 173 unique markets between 74 cities across the
United States.  The combination of the companies creates a strong
growth platform and allows the addition of new cities -- more than
30 new non-stop routes and well over 150 additional departures
over the next several years.

AirTran Airways expects that the merger will generate more than
$60 million in estimated annual synergies, including $40+ million
in network synergies and $20+ million in cost synergies.  The
Company expects the transaction would be accretive to earnings by
the end of the first full year following the close of the
transaction and significantly accretive thereafter.

Mr. Leonard stated, "As the airline industry becomes more
competitive and consolidations are more commonplace, a combination
of our two companies ensures the best opportunity for serving our
respective constituencies.  With our similar cultures, compatible
low-cost business models, complementary networks, and fleet
commonality, Midwest Airlines and AirTran Airways are as close to
a perfect fit as anyone can imagine."

"By joining together, we can deepen our presence in our hubs,
expedite the expansion of our network, and strengthen our long-
term growth and profitability potential.  This will enhance our
ability to provide value to travelers, protect the long-term
security of our employees and generate significant economic
benefits to Milwaukee, Atlanta and all the communities we serve."

"Finally, but certainly not less important, we have the utmost
respect for Midwest, its talented employees and the strong loyalty
they have built among travelers and the communities they serve.  
We, at AirTran Airways, have a similar affinity with our
constituents, and, in that spirit, we believe that once combined,
we can maintain and foster the values and culture that have driven
the success of both our airlines.  We have full confidence that
our commonality will enable us to successfully integrate our two
airlines to form a stronger, truly national low-cost airline that
will offer Midwest's constituencies growth opportunities that far
exceed what could be achieved independently," Mr. Leonard
concluded.

The AirTran Holdings' proposal is conditioned upon customary due
diligence, which the company believe can be completed in a timely
manner, as well as regulatory and shareholder approval.  AirTran
believes the transaction can be completed by the end of the first
quarter 2007.

Morgan Stanley and Credit Suisse are serving as financial advisors
to AirTran Holdings and Smith, Gambrell & Russell, LLP, are
serving as legal advisors.  Innisfree M&A Incorporated is serving
as information agent.

                        About Midwest Air

Midwest Air Group (AMEX: MEH), the parent company of Midwest
Airlines, features nonstop jet service to major destinations
throughout the United States.  Midwest Connect offers connections
to Midwest Airlines flights, as well as point-to-point service
between select markets on regional jet and turboprop aircraft.

                          About AirTran

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--   
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                            *    *    *

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7.0% Guaranteed Convertible Notes Due July 1, 2023, in connection
with 's implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.  
Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


AIRTRAN HOLDINGS: Merger Plan Cues S&P to Hold Credit Rating at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.  

The ratings affirmation comes after the report that AirTran has
proposed a merger with unrated Midwest Air Group Inc. for
approximately $290 million.  The merger would combine the
complementary route networks of both airlines; AirTran's major
operating hub is Atlanta, and Midwest's is Milwaukee.

"If the merger is completed as currently proposed, AirTran's
lease-adjusted debt would increase by approximately 25%, primarily
through the addition of Midwest's substantial operating lease
commitments," said Standard & Poor's credit analyst Betsy Snyder.

"However, with expected combined annual operating synergies of at
least $60 million, the effect on AirTran's credit ratios is not
expected to be material."

The merger is subject to approval by Midwest's Board and its
shareholders.  If proposed terms of the merger were to
be revised, Standard & Poor's could revise the outlook to negative
from stable.

The ratings on Orlando, Florida-based AirTran Holdings Inc. and
its primary operating subsidiary, AirTran Airways Inc., reflect a
modest competitive position within the U.S. airline industry and a
highly leveraged financial profile.  Ratings also incorporate low
operating costs and fairly good liquidity for its size.  AirTran
operates a fleet of 127 aircraft to 52 destinations, primarily out
of its main hub at Atlanta.  

However, the company is significantly smaller than the seven
largest U.S. airlines, with substantial competition on most of its
major routes.  The company operates primarily on the East Coast
against Delta Air Lines Inc., the leading airline at Atlanta, and
low-cost airlines Southwest Airlines Co., JetBlue Airways Corp.,
and US Airways Group Inc.  While AirTran has been reducing its
reliance on Atlanta, it still has a much smaller presence there
than Delta.  A successful AirTran-Midwest merger would result in a
complementary route network, with minimum overlap, and reduce
AirTran's reliance on Atlanta.

AirTran has a highly leveraged financial profile due to
substantial operating leases used to fund most of its aircraft,
and only modest profitability since 2004.  Its EBITDA interest
coverage has averaged in the low-1x area, funds from operations to
debt in the mid-single-digit percent range, and debt to capital in
the mid-to-high-80% area since 2004.  Midwest also has a
significant operating lease burden, with most of its aircraft
leased as well.

However, the combined entity should benefit from annual operating
synergies of at least $60 million and be earnings accretive by the
end of the first year after the merger.  

As a result, AirTran's financial profile is not expected to weaken
materially if the merger, as proposed, is completed.


AMERICAN CAMSHAFT: Case Summary & 59 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: American Camshaft Specialties, Inc.
             1000 Town Center, Suite 1050
             Southfield, MI 48075

Bankruptcy Case No.: 06-58298

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Assembled Camshaft, Inc.                   06-58300
      ACS Orland, Inc.                           06-58301
      ACS Grand Haven, Inc.                      06-58302

Chapter 11 Petition Date: December 9, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtors' Counsel: Christopher A. Grosman, Esq.
                  Robert A. Weisberg, Esq.
                  Carson Fischer, P.L.C.
                  4111 Andover West, Second Floor
                  Bloomfield Hills, MI 48302-1924
                  Tel: (248) 644-4840

                              Estimated Assets    Estimated Debts
                              ----------------    ---------------
American Camshaft             Less than $50,000   $10 Million to
   Specialties, Inc.                              $50 Million

Assembled Camshaft, Inc.      $10 Million to      $10 Million to
                              $50 Million         $50 Million

ACS Orland, Inc.              Less than $50,000   $10 Million to
                                                  $50 Million

ACS Grand Haven, Inc.         $10 Million to      $10 Million to
                              $50 Million         $50 Million

A. American Camshaft Specialties, Inc's 19 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Federal Mogul Corporation                            $750,000
   2655 Northwest Highway
   Southfield, Michigan 48034

   Miller Johnson Snell & Cummisky                       $13,376
   P.O. Box 306
   Grand rapids, MI 49501

   Service Express                                        $5,912
   4845 Corporate Exchange
   Grand Rapids, MI 49512

   Plante & Moran, PLLC                                   $5,650

   Not So Basic Training & Consulting                     $5,010

   George Fergision                                       $2,500

   ADP, Inc.                                              $2,134

   Consultation Plus, LLC                                 $2,120

   The Hartford                                           $1,904

   CDW                                                    $1,870

   Environmental Resource Mgt.                            $1,569

   Global Crossing                                        $1,223

   Research in Motion Corp.                                 $927

   Cingular Wireless                                        $816

   Sterling Commerce                                        $609

   Oakstone Wellness                                        $575

   Employers Association of West Michigan                   $477

   AT&T                                                     $440

   Vision Service Plan                                      $413

B. Assembled Camshaft, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Nippon Piston Ring Co., Ltd.                         $486,177
   No. 12-10-5-Chome
   Honmachi-Higashi
   Yono-City
   Saitama Japan

   Ametek                                               $278,816
   Specialty Metal Products Div.
   Route 419 Box 427
   Eighty Four, PA 15330

   Grand Haven Charter Twp.                             $211,001
   13300 - 168th Avenue
   Grand Haven, MI 49417

   BMC Bill-Mac Corporation                              $87,190

   Mac Steel                                             $79,340

   Consumers Power Co.                                   $55,279

   Accu Serve Corporation                                $41,853

   C.B. Dekorne, Inc.                                    $30,182

   Gosiger Michigan                                      $28,376

   Graphite Machining                                    $22,779

   Creston Industrial                                    $21,369

   Assured Tool & Gauge, Inc.                            $19,450

   Liquid Industrial Waste                               $15,299

   Donald Engineering                                    $14,312

   Cinetic Landis Grinding Corp.                         $13,500

   K&G Tool Company                                      $10,891

   RCM Technology                                        $10,451

   Great Lakes Industrial                                 $9,857

   Metallurgical High Vac                                 $8,667

   Reliant Professional Cleaning Contractors Inc.         $8,612


C. ACS Grand Haven, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Cummins Inc.                                       $3,035,000
   Box 3005
   Columbus, Indiana 47202

   Mac Steel                                          $1,647,714
   Division of Quanex Corp.
   One Jackson Square, Suite 500
   Jackson, MI 49201

   Mahle Metal Leve S.A.                                $790,488
   Rod. SP 340, KM 176,5
   Mogi Guacu - SP
   Brasil 13486-901

   Creston Industrial                                   $322,496
   1150 Front Street Northwest
   Grand Rapids, MI 49417

   Grand Haven Charter Township                         $240,738

   Nucor                                                $212,810

   Consumers Energy                                     $138,281

   Federal-Mogul Camshaft Ltd.                          $129,616

   Manpower                                             $121,823

   Kennametal, Inc.                                      $84,155

   Super Steel Treating                                  $79,997

   Motion Industries                                     $65,691

   Alro Steel Corp.                                      $51,241

   Gosiger, Inc.                                         $50,660

   C.B. Dekorne, Inc.                                    $47,753

   K&G Tool Company                                      $47,742

   Saint Gobrain Abrasives                               $44,278

   Asahi Diamond America, Inc.                           $36,954

   Norchuk Supply Co.                                    $35,397

   Action Industrial Supply                              $33,405


AMERIGAS PARTNERS: Earns $91.1 Mil. in Fiscal Year Ended Sept. 30
-----------------------------------------------------------------
AmeriGas Partners L.P. reported that its net income increased by
$30.3 million to $91.1 million for the fiscal year ended
Sept. 30, 2006, from $60.8 million for the prior fiscal year,
which principally reflects the increase in EBITDA and the
$5.8 million decrease in interest expense related to debt
refinancings and reduced use of its revolving credit facility.

Revenues for the 2006 fiscal year totaled $2.1 billion, versus
$1.9 billion for the fiscal 2005.

Propane revenues increase to $1.9 billion for the current fiscal
year from $1.8 billion in the 2005 fiscal year.  Retail propane
revenues increased $136.8 million due to higher average selling
prices and Wholesale propane revenues decreased $2.8 million due
to lower sales volumes.

In Fiscal 2006, average retail propane product cost per retail
gallon sold was approximately 18% higher than in Fiscal 2005
resulting in higher year-over-year prices.  The average wholesale
cost per gallon of propane during Fiscal 2006 at Mont Belvieu, one
of the major supply points in the United States, was approximately
21% greater than the average cost per gallon during Fiscal 2005.

EBITDA during fiscal 2006 increased $22 million to $237.9 million
from $215.9 million in fiscal 2005 as a result of the increase in
total margin and a $16.5 million decrease in the loss on the early
extinguishments of debt from $33.6 million in fiscal 2005 to
$17.1 million in fiscal 2006.

The $17.1 million loss on the early extinguishments of debt that
was incurred during fiscal 2006 was associated with the
refinancings of AmeriGas OLP's Series A and Series C First
Mortgage Notes totaling $228.8 million, $59.6 million of the
Partnership's $60 million 10% Senior Notes, and a $35 million term
loan with $350 million of 7.125% Senior Notes due 2016.

Operating income increased $6.8 million to $184 million for the
2006 fiscal quarter from $177.2 million in fiscal 2005, reflecting
the increase in total margin and the $1.2 million decrease in
depreciation and amortization expense.

                     Senior Notes Refinancing

In January 2006, the partnership refinanced Series A and Series C
First Mortgage Notes totaling $228.8 million, $59.5 million of the
Partnership's $60 million 10% Senior Notes and a $35 million term
loan with $350 million of its 7.125% Senior Notes due 2016.  the
partnership recognized a loss of $17 million associated with the
refinancings which is reflected in "Loss on extinguishments of
debt" in the 2006 Consolidated Statements of Operations.

The company's balance sheet at Sept. 30, 2006, showed total assets
of $1.6 billion, current liabilities of $1.4 billion and total
partners' capital of $200 million.  Current assets were
$368.2 million and current liabilities were $380.1 million.  

A full text-copy of the partnership's fiscal annual report may be
viewed at no charge at http://ResearchArchives.com/t/s?16f4

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

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service affirmed AmeriGas Partners L.P.'s
Ba3 corporate family rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


ASARCO LLC: Wants Exclusive Filing Period Extended to May 11
------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to further
extend their exclusive period to file a plan of reorganization
until May 11, 2007, and their exclusive period to solicit
acceptances of that plan until July 11, 2007.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
says the Debtors have made significant progress in their
restructuring efforts since the Petition Date; however, there
still remains much to be done.  

The Debtors' management is currently focused on securing a new
labor contract in the next several weeks as the labor contracts
of the employees who went on strike in 2005 will expire at the
end of 2006.  

In addition, the Debtors are expending much of their time
resolving, negotiating and undergoing discovery processes in
connection with:

   (a) derivative asbestos-related claims against their Asbestos
       Subsidiary Debtors;

   (b) environmental liabilities;

   (c) disputes on the Mission Mine leases and their related
       reclamation claims;

   (d) complex water rights issues related to the Debtors'
       operations at Hayden Smelter and Ray Mine;

   (e) billions of dollars of alleged claims filed as a result of
       the August 1, 2006 Bar Date; and

   (f) several adversary proceedings dealing with disputes
       regarding the improvident sale of corporate assets before
       the Petition Date, including the dispute with Mineral
       Park, Inc., and the dispute regarding the Debtors'
       purchase of the remaining stocks of the Copper Basin
       Railway.

A trial date for the estimation of the Debtors' derivative
asbestos claims is set for Sept. 4, 2007, Mr. Prince notes.  
A moratorium on negotiations regarding the Debtors' environmental
liabilities will expire in February 2007 and an estimation trial
will probably be in the summer of 2007.

Mr. Prince argues that an extension of the Debtors' exclusive
periods will provide them additional time to quantify, either by
estimation or negotiation, contingent claims and move forward
with presenting a confirmable plan of reorganization for the
benefit of all creditors and stakeholders.  During the extension
period, Mr. Prince says the Debtors will continue their efforts
to resolve various cases and controversies with their various
creditor constituencies, and to work with all deliberate speed in
resolving issues necessary to formulate a confirmable plan in an
orderly manner, which will, in the Debtors' opinion, be of
substantial benefit to the estate and their creditors.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an  
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


ASARCO LLC: Wants Marten Law Group as Omaha Environmental Counsel
-----------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ Marten Law
Group, PLLC, as special counsel in connection with the company's
environmental claims litigation, including but not limited to the
Omaha Lead Site in Omaha, Nebraska.

As special counsel, Marten Law Group will render all services
necessary for the litigation of ASARCO's environmental
liabilities.

ASARCO will pay Marten Law Group in its hourly rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Larson, Linda, Esq.                     $450
      Marten, Bradley, Esq.                    450
      Jones, Steven, Esq.                      355
      Martin, Connie Sue, Esq.                 315
      Yowell, Margaret, Esq.                   305
      Kray, Jeffrey, Esq.                      315
      Lufkin, Michael, Esq.                    295
      Ferrell, Jessica, Esq.                   225
      Till, Dustin, Esq.                       225
      Fandino, Laura, Esq.                     225
      Pollock, Eve                             155
      Chow, Rosanne                            115

Linda R. Larson, Esq., at Marten Law Group, PLLC, assures the
Court that her firm does not represent any interest adverse to
ASARCO and its estate.  Ms. Larson adds that Marten Law Group is
a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                         About ASARCO LLC

Tucson, Ariz.-based ASARCO LLC -- http://www.asarco.com/-- is an  
integrated copper mining, smelting and refining company.  Grupo
Mexico S.A. de C.V. is ASARCO's ultimate parent.  The Company
filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex.
Case No. 05-21207).  James R. Prince, Esq., Jack L. Kinzie, Esq.,
and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel
Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  Lehman Brothers Inc.
provides the ASARCO with financial advisory services and
investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


BANC ONE: S&P Lifts Rating on Class H Certs. to BBB+ from BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of Banc One/FCCC Commercial Mortgage Loan Trust's
commercial mortgage pass-through certificates from series
2000-C1.

Concurrently, ratings were affirmed on three other classes from
the same transaction.

Under various stress scenarios, the rating actions reflect:

   -- The stable performance of the pool;
   
   -- A large increase in credit support since origination;

   -- A successful payoff history of the loan pool with only
      minor losses to date; and,

     -- A low delinquency rate.

The strengths are offset by:

   -- A lack of performance data for most of the pool;   
   -- Significant geographic concentrations; and,
   -- Near-term refinancing risk.


As of the Nov. 20, 2006 remittance report, the collateral pool
consisted of 119 loans with an aggregate principal balance of
$61.5 million, down from 1,099 loans totaling $857.1 million at
issuance, representing a 93% paydown.

Predecessors of Bank One N.A. originated most of the loans, with
the earliest origination at issuance dating back to 1978.  At the
time of issuance, the loans had a weighted average seasoning of
42.5 months.

Currently, remaining loans have an average balance of $516,000,
which minimizes the impact of a loss on the pool from any one
particular loan.  Because of the age and size of most of the
loans, much of the traditional securitization and reporting
information, such as debt service coverage, is not required and is
unavailable.  The master servicer, Midland Loan Services L.P.,
provided recent year-end net cash flow and debt service coverage
figures for 41% of the pool.

Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.64x.

The top 10 loan exposures have an aggregate outstanding balance of
$24.6 million.  The weighted average DSC for the top 10 exposures
is 1.64x, excluding the seventh- and eighth-largest exposures,
which are with the special servicer.

Standard & Poor's reviewed property inspections provided by
Midland for all of the assets underlying the top 10 exposures and
26 were characterized as "good", and six properties were
characterized as "fair."

The lack of reporting information is mitigated by several factors.

First, the mortgages in the pool are well seasoned, as evidenced
by the age of the pool and the origination dates of the loans.
Nine-hundred-and-eighty mortgage loans have paid off to date, and
the pool has only experienced five losses totaling $686,909, which
suggests that the loans were underwritten conservatively.  The
fact that 84% of the remaining mortgages are full recourse loans
and 14% are fully amortizing loans also supports the upgrades.  
Finally, there are no delinquent loans in the pool.
     
Five loans are with LNR Partners Inc., the special servicer.  One
of the loans is in special servicing because of a maturity
default, and the borrower is currently seeking to refinance.  
Three loans are current but remain with the special servicer
because of reasons including second liens, maturity defaults on
second mortgages, and back payments on tax advances.  The special
servicer is pursuing foreclosure on the remaining loan, which has
an exposure of $1.7 million.  The collateral property for this
loan will be marketed for sale after foreclosure.
     
Midland reported 14 loans on its watchlist.  The loans are on the
watchlist due to vacancy, low DSC, pending maturity, or
delinquency.

The trust collateral is located in six states, with Illinois,
Indiana, and Ohio accounting for more than 98% of the pool
balance.  The collateral in Illinois is all located within the
Chicago metropolitan statistical area.  The geographic
concentration of the loans has been factored into our analysis.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the revised raised ratings.
   
                         Ratings Raised
   
            Banc One/FCCC Commercial Mortgage Loan Trust
      Commercial Mortgage Pass-Thru Certificates Series 2000-C1
   
                       Rating
                       ------
          Class   To           From       Credit enhancement
          -----   --           -----      ------------------
          G       AA+          A                47.67%
          H       BBB+         BB+              23.28%
    
                          Ratings Affirmed
    
             Banc One/FCCC Commercial Mortgage Loan Trust
       Commercial Mortgage Pass-Thru Certificates Series 2000-C1
    
              Class   Rating           Credit enhancement
              -----   ------           ------------------
              E       AAA                   99.94%
              F       AAA                   86.00%
              X       AAA                     N/A
   
                         N/A-Not applicable.


BANC OF AMERICA: Moody's Holds Ba3 Rating on $7MM Class M Cert.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of nine classes of Banc of America Commercial
Mortgage Inc., Commercial Mortgage Pass-Through Certificates,
Series 2001-PB1 as:

   -- Class A-2, $550,817,460, Fixed, affirmed at Aaa;
   -- Class A-2F, $36,679,640, Fixed, affirmed at Aaa;
   -- Class XC, Notional, affirmed at Aaa;
   -- Class XP, Notional, affirmed at Aaa;
   -- Class B, $37,531,329, Fixed, affirmed at Aaa;
   -- Class C, $9,382,832,  Fixed, upgraded to Aaa from Aa1;
   -- Class D, $11,728,540, Fixed, upgraded to Aaa from Aa2;
   -- Class E, $18,765,664, Fixed, upgraded to Aa2 from A2;
   -- Class F, $11,728,540, Fixed, upgraded to Aa3 from A3;
   -- Class G, $14,074,248, Fixed, upgraded to A2 from Baa1;
   -- Class H, $14,074,248, Fixed, upgraded to Baa1 from Baa2;
   -- Class J, $11,728,541, Fixed, affirmed at Baa3;
   -- Class K, $18,765,664, Fixed, affirmed at Ba1;
   -- Class L, $14,074,248, Fixed, affirmed at Ba2; and,
   -- Class M, $7,037,124,  Fixed, affirmed at Ba3.

As of the Nov. 13, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 16.1%
to $787.5 million from $938.3 million at securitization.

The Certificates are collateralized by 116 mortgage loans ranging
in size from less than 1.0% to 8.3% of the pool, with the top 10
loans representing 42.3% of the pool.  Ten loans, representing
20.1% of the pool balance, have defeased and are collateralized by
U.S. Government securities.  

The defeased loans include the pool's largest two loans:

   -- Outrigger Reef Hotel at $71.8 million, 8.3%; and,
   -- Market Square at $49.8 million, 5.3%.

Four loans have been liquidated from the pool, resulting in an
aggregate realized loss of approximately $6.4 million.

Currently there are no loans in special servicing.  Twenty two
loans, representing 21.4% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 operating results for
approximately 96.6% of the pool.  Moody's loan to value ratio is
87.7%, compared to 88.2% at securitization.  Although the overall
pool performance has been stable since securitization, LTV
dispersion has increased.

Based on Moody's analysis, 16.9% of the pool has a LTV greater
than 100%, compared to 5.0% at securitization.  Moody's is
upgrading Classes C, D, E, F, G and H due to increased
subordination levels, defeasance and stable overall pool
performance.  Classes B, C and D were upgraded on Aug. 2, 2006 and
Classes C and D were placed on review for further possible upgrade
based on a Q tool based portfolio review.

The top three non-defeased loans represent 10.3% of the
outstanding pool balance.

The largest loan is the Milwaukee Center Office Tower Loan at
$31.3 million, 4% which is secured by a 374,000 square foot office
building located in downtown Milwaukee, Wisconsin.  The property
was 75% occupied as of June 2006, compared to 98% at
securitization.  The decline in occupancy is largely due to
several large lease expirations that occurred in 2003 and 2004.
The loan is on the master servicer's watchlist due to debt service
coverage less than 1x.  The Milwaukee CBD office market has
experienced an increase in its overall vacancy rate as well as a
decline in average rental rates since securitization.  The
building's average per square foot rental rate is $14.00, compared
to $22.00 at securitization.

Moody's LTV is in excess of 100.0%, compared to 82.1% at
securitization.

The second largest loan is the Pacific Professional Building Loan
at $28.1 million, 3.6% which is secured by a 111,000 square foot
medical office building located in San Francisco, California.  The
building is 100% occupied, the same as at securitization. Property
performance has improved since securitization due to increased
rental revenue and stable expenses.  

Moody's LTV is 77.7%, compared to 86.0% at securitization.

The third largest loan is the Nokia Office Building Loan at
$21.5 million, 2.7% which is secured by a 135,000 square foot
office/R&D facility located in San Diego, California.  The
building is a build-to-suit for Nokia Mobile Phones, Inc., which
occupies 100% of the building under a lease that expires in August
2010.  The lease, which is guaranteed by parent company Nokia
Corporation, contains three 5-year renewal options.  The loan
matures in June 2011 and amortizes on a 25-year schedule.  Moody's
LTV is 79.6%, compared to 86.5% at securitization.

The pool's collateral is a mix of multifamily, office, U.S.
Government securities, retail, industrial and self storage,
lodging and land.  The collateral properties are located in 32
states.  The highest state concentrations are California, Texas,
Ohio, Nevada and Washington.  All of the loans are fixed rate.


BELDEN & BLAKE: Earns $34.1 Mil. in Third Quarter Ended Sept. 30
----------------------------------------------------------------
Belden & Blake Corporation reported a net income of $34.1 million
for the third quarter ended Sept. 30, 2006, compared with a net
loss of $4.9 million in the comparable quarter in 2005.

The net loss in 2005 included a derivative fair value loss of
$12.9 million related to changes in the fair value of the
derivative instruments, comprised of natural gas swaps, crude oil
swaps, and interest rate swaps.  The company had a derivative fair
value gain of $50.2 million in the third quarter of 2006.

Revenues for the quarter ended Sept. 30, 2006, totaled
$34.2 million, versus total revenues of $39.6 million for the same
quarter in 2005.

Operating revenues decreased from $39.5 million in the third
quarter of 2005 to $34.1 million in the third quarter of 2006, due
to lower oil and gas sales revenues of $4.9 million and lower gas
gathering and marketing revenues of $570,000.

The company's balance sheet at Sept. 30, 2006, showed total assets
of $782.3 million, total liabilities of $642.4 million and total
shareholders' equity of $139.9 million.  Total shareholders'
equity at Dec. 31, 2005, stood at $89.3 million.

Working capital increased $24.3 million, from a deficit of
$39 million at Dec. 31, 2005, to a deficit of $14.7 million at
Sept. 30, 2006, primarily due to a decrease in the current
liability related to the fair value of derivatives of
$36.4 million and a decrease in accounts payable and accrued
expenses of $11.3 million.

A full text-copy of the company's quarterly report on Form 10-Q
may be viewed at no charge at http://ResearchArchives.com/t/s?16e2

Belden & Blake Corporation -- http://www.beldenblake.com/--  
develops, produces, operates and acquires oil and natural gas
properties in the Appalachian and Michigan Basins (a region which
includes Ohio, Pennsylvania, New York and Michigan).  The company
is a subsidiary of Capital C, an affiliate of EnerVest Management
Partners, Ltd.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2006,
Moody's Investors Service confirmed Belden & Blake Corp.'s Caa1
corporate family rating and Caa1 rating on the company's 8.75%
Senior Secured Guaranteed Global Notes due 2012 in connection with
the rating agency's implementation of its new Probability-of-
Default and Loss-Given-Default rating methodology.


BFC AJAX: Moody's Rates $40-Million Class E Notes at Ba2
--------------------------------------------------------
Moody's Investors Service assigned these ratings to notes issued
by BFC Ajax CDO Ltd., a collateral debt obligation issuance:

   -- Aaa to $275,000,000 Class A Senior Floating Rate Notes Due
      2046;

   -- Aa3 to $15,000,000 Class B Floating Rate Notes Due 2046;

   -- A1 to U.S.$10,000,000 Class X Deferrable Floating Rate
      Notes Due 2046;

   -- A2 to $20,000,000 Class C Deferrable Floating Rate Notes
      Due 2046;

   -- Baa2 to $40,000,000 Class D Deferrable Floating Rate Notes
      Due 2046; and,

   -- Ba2 to $40,000,000 Class E Deferrable Floating Rate Notes
      Due 2046.

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

Financial Guaranty Insurance Company will act as a Credit Enhancer
for the Class A Notes.  The rating of Aaa assigned to the Class A
reflects the credit enhancement provided by FGIC.

Braddock Financial Corporation will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


CALPINE CORP: Can File Reorganization Plan Until June 20, 2007
--------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York further extended Calpine Corp.
and its debtor-affiliates' period to propose a reorganization plan
through and including June 20, 2007, and the period to solicit
acceptances of that plan through and including Aug. 20, 2007.

                  Creditors Committee Responds

The Official Committee of Unsecured Creditors acknowledged that,
since the bankruptcy filing, the Debtors have made significant
progress in their reorganization efforts and that, while both
parties have not always agreed with respect to certain matters,
they have worked constructively to resolve their differences
without the need for Court intervention.

The Committee acknowledged that while the Debtors have generally
been cooperative and transparent, there have been situations
where the Committee has been frustrated with its inability to
obtain timely certain information and data required for it to
acquit its fiduciary duty to the Debtors' unsecured creditors.  
The Committee had been persistent in advising the Debtors of its
need to obtain all diligence materials deemed necessary including,
without limitation, all of the fundamental assumptions and
supporting data for the business plan, on a timely basis.  Without
the Committee's timely receipt of those materials, it would be
unable to evaluate the forthcoming business plan effectively.

To resolve the Committee's concerns regarding information sharing
in connection with the business plan process, the Debtors have
committed to meet regularly with the Committee's professionals
to:

   -- discuss key topics related to the business plan,

   -- provide certain requested diligence before rolling out the
      business plan, and

   -- provide certain requested diligence and an appropriate
      timeline for delivery of the remaining diligence at the
      time the business plan is presented and more follow-up
      data, as needed.

Based on those assurances, the Committee has had no objection to
the requested extension of the Exclusive Periods.

The Committee was hopeful that the time afforded by the extension
of the Exclusive Periods would provide the Debtors and their
primary stakeholders with the opportunity to build consensus
around an appropriate business plan that would provide the
framework for a consensual plan of reorganization.

                       About Calpine Corp.

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

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


CAPITOL ARMORED: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Capitol Armored Services, Inc.
        2910 Bloomingdale Road
        Kingsport, TN 37662

Bankruptcy Case No.: 06-51178

Type of Business: The Debtor offers security guard and
                  patrol services.

Chapter 11 Petition Date: December 12, 2006

Court: Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Fred M. Leonard, Esq.
                  27 Sixth Street
                  Bristol, TN 37620
                  Tel: (423) 968-3151

Total Assets: $475,208

Total Debts:  $1,203,495

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GE Capital                    Security Agreement         $38,272
P.O. Box 740434               Value of Security:
Atlanta, GA 30374             $75,000

First Community Bank          Value of Security:         $28,084
of East Tennessee             $110,000
809 West Main Street
Rogersville, TN 37857

GE Capital                    Value of Security:         $24,147
P.O. Box 740434               $60,000
Atlanta, GA 30374

GE Capital                    Value of Security:         $18,830
                              $75,000

BT Leasing                    Value of Security:         $18,133
                              $75,000

American Express                                         $15,000

Bobby Campbell                                           $13,000

First Community Bank of                                  $10,250
East TN

Bank of Tennessee                                        $10,000

Fuel Man                                                  $7,118

Bays Mart #5                                              $4,215

The Barger Group                                          $4,000

Nextel                                                    $3,480

Exxon Mobile                                              $2,200

Szabo Associates Inc.                                     $1,500

Roberts Tire                                              $1,417

Kingsport Times News                                      $1,400

Bruce Shine                                               $1,000


CARPEDIEM-WEST: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carpediem-West, LLC
        336 West Main Street
        P.O. Box 778
        Yanceyville, NC 27379

Bankruptcy Case No.: 06-11522

Chapter 11 Petition Date: December 6, 2006

Court: Middle District of North Carolina (Greensboro)

Judge: Thomas W. Waldrep Jr.

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton & Talcott, L.L.P.
                  121-B South Elm Street
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Faigen M. Blackwell                                $1,151,000
   2234 Lakeview Terrace
   Burlington, NC 27215

   Wiley J. Pope                                         $84,947
   c/o Ibrahim Oudeh
   403 West Broad Street
   Dunn, NC 28334

   Wray Crawford                                         $11,000
   P.O. Box 466
   Elkin, NC 28621

   Swann's Machine & Supply                                 $770

   Town of Yanceyville                                      $627

   Marlin Leasing Corp.                                     $291

   CAN                                                      $137

   Directv                                                   $96

   BTI                                                       $90

   Dodson Pest Control                                       $75

   Pitney Bowes                                              $26


CATHOLIC CHURCH: Portland to Suspend Appraisal Work
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon grants the
Archdiocese of Portland in Oregon's request to suspend further
work on real estate appraisals pending another hearing on the
matter.

These real estate appraisers include:

   -- Powell Valuation, Inc.,
   -- Duncan & Brown, Inc., and
   -- Skelte & Associates, Inc.

Judge Elizabeth L. Perris permits the Appraisers to seek an
increase on their fees if the suspension of the appraisal work
will cause the cost to complete the appraisals to increase.

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, explains that the parties in the Archdiocese's Chapter 11
case are currently engaged in a global mediation with two
mediators:

   (1) Honorable Michael R. Hogan of the U.S. District Court for
       the District of Oregon; and

   (2) Judge Lyle C. Velure, Circuit Court Judge of the State
       of Oregon for Lane County.

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


CATHOLIC CHURCH: Court to Set Status Hearing on Voth's Claim Soon
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will set a
status hearing on Mr. Voth's Claim Nos. 262 and 324 in either late
December or early January 2007.

Margaret Hoffman, Esq., at Schwabe, Williamson & Wyatt, PC, in
Portland, Oregon, informs Judge Elizabeth L. Perris that Frank
Everett Voth's counsel, Gary Bisaccio, Esq., in Portland, Oregon,
recently told her that he would no longer represent Mr. Voth.  She
adds that she doesn't know of any substitution of counsel.  She
also has no direct correspondence with Mr. Voth.

Ms. Hoffman notes that the Archdiocese of Portland in Oregon is
not willing to stipulate for relief from stay for Mr. Voth.
However, Ms. Hoffman says she is willing to discuss the issue with
Mr. Voth when Mr. Bisaccio has formally withdrawn from the case.

Accordingly, Judge Perris tells Mr. Voth that Mr. Bisaccio should
promptly withdraw as counsel, if he really is planning to do so.

As reported in the Troubled Company Reporter on June 9, 2006,
Frank Everett Voth asks the Court to:

   (a) lift the automatic stay pursuant to Section 363(d)(1) of
       the Bankruptcy Code; and

   (b) allow a sexual battery lawsuit he filed to be resolved at
       the earliest time.

Mr. Voth asserted $12,000,000 in damages as a result of the abuse.

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


CENTRIX FINANCIAL: 2nd Hearing on Asset Sale Set for January 11
---------------------------------------------------------------
The Honorable Elizabeth E. Brown of the U.S. Bankruptcy Court
for the District of Colorado will convene a second hearing at
9:00 a.m., Mountain Time, on Jan. 11, 2007, to consider the sale
of substantially all of Centrix Financial LLC and its debtor-
affiliates' assets.  The hearing will be held at Courtroom C501,
Byron Rogers Courthouse, 1929 Stout Street, in Denver, Colorado.

The initial competing bid for the assets under the Auction
Protocol is pegged at $26,551,045.  The Official Committee of
Unsecured Creditors, however, has the right to assert a limited
challenge to the calculation of the initial competing bid which,
if successful, could be reduced to approximately $24,551,045.

As reported in the Troubled Company Reporter on Nov. 24, 2006,
Kendrick CF Acquisition Inc. has submitted a bid, which includes a
credit bid of secured indebtedness owed to Falcon Mezzanine
Partners II LP plus interest at the non-default rate and
reasonable costs and fees.

To participate in the auction, interested parties must submit
their bids no later than 5:00 p.m. on Jan. 8, 2007, providing
consideration in an amount equal to:

   a) the amount of all Falcon Claims used as a credit bid by the
      Bankruptcy Court;

   b) any outstanding obligations of the Debtors under any  
      debtor-in-possession financing facility approved by the
      Bankruptcy Court;

   c) the assumption of the liability of the Debtors under their
      key employee retention plan;

   d) cash sufficient to add to the Debtors' cash at closing such
      that $5,000,000 remains with the Debtors to pay for
      administrative expenses; and

   e) a termination fee payable to Kendrick equal to $300,000
      plus Kendrick's reasonable expenses, which will not exceed
      $200,000.

Competing bids must also accompany a $1,000,000 good faith deposit
in immediately available funds and provide for payment in full and
in cash of any outstanding DIP obligations and termination fee.

Objections to the Sale Motion must be filed with the Court by 4:00
p.m., Eastern Time, on Jan. 4, 2007, and served upon:

   a) Counsel to the Debtors:

      Craig D. Hansen, Esq.
      Squire, Sanders & Dempsey LLP
      Suite 2700
      Two Renaissance Square
      40 North Central Avenue
      Phoenix, AZ 85004-4498
  
   b) Counsel to Falcon:

      Kevin J. Burke, Esq.
      Cahill Gordon & Reindel LLP
      80 Pine Street
      New York, NY 10005

   c) Counsel to Everest Reinsurance Holdings Inc.:

      David McClain, Esq.
      McClain, Maney & Patchin PC
      Suite 3100
      711 Louisiana
      Houston, TX 77002
  
   d) Counsel for the Official Committee of Unsecured Creditors:

      Michael P. Richman, Esq.
      John A. Simon, Esq.
      Foley & Lardner LLP
      90 Park Avenue  
      New York, NY 10016

   e) United States Trustee:

      Joanne Speirs, Esq.
      Office of the U.S. Trustee
      District of Colorado
      Suite 1551
      999, 18th Street
      Denver, Colorado 80202

Parties considering submitting a competing bid and desiring to
pre-qualify as an approved underwriter were required to submit no
later than Dec. 5, 2006, all of the information and materials
required in the Auction Protocol available from Everest National
Insurance Company's Web site.

Everest National will notify the Debtors and the Creditors
Committee by Jan. 2, 2007, which prospective competing bidders, if
any, Everest National would designate as approved underwriters for
purposes of servicing the approximately $1,800,000,000 in sub-
prime automobile loans currently being serviced by the Debtors.

Any objections to Everest National's determination of whether a
prospective competing bidder is an approved underwriter must be
filed by Jan. 5, 2007.

Copies of the Asset Purchase Agreement and other related documents
can be accessed at Kurtzman Carson Consultants LLC's Web site
at: http://kccllc.net/centrixfinancial/

                      About Centrix Financial

Headquartered in Reno, Nevada, Centrix Financial LLC provides
subprime auto loans.  Centrix and its affiliates filed separate
Chapter 11 petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead
Case No. 06-50631).  CMGN LLC, one of the affiliates, filed its
Chapter 11 petition on Sept. 4, 2006 (Bankr. Dist. Nev. Case
No:06-50631).

Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, subsequently
filed involuntary chapter 11 petition against the Debtors on
Sept. 15, 2006 (Bankr. Dist. Colo. Case No:06-16403)  The
Creditors assert they are owed more than $4.6 million.  Lee M.
Kutner, Esq., at Kutner Miller, P.C., and David von Gunten, Esq.,
at Von Gunten Law LLC, represent the creditor petitioners.

The Debtors' cases has been consolidated and transferred on
Sept. 27, 2006 (Bankr. Dist. Colo. Case No: 06-16791)  Craig D.
Hansen, Esq., in Phoenix, Arizona and Elizabeth K. Flaagan, Esq.,
in Denver, Colorado, represent the Debtors.


CITIZENS FINANCIAL: AM Best Affirms Financial Strength Ratings
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings of B-
(Fair) of Citizens Security Life Insurance Company, and its wholly
owned subsidiary United Liberty Life Insurance Company, both of
Kentucky.  The outlook for both ratings is stable.

The companies are both subsidiaries of Citizens Financial
Corporation [NASDAQ: CNFL].  CNFL is engaged in the business of
life, annuities and accident and health insurance through Citizens
Security and United Liberty Life.  The two life/health
subsidiaries maintain an adequate risk-adjusted capital position,
improving operating earnings and have reduced their exposure to
below investment grade holdings in recent years.

Citizens Security has been recording modest increases in its
absolute capital position; however, it faces a challenge to
maintain adequate levels of risk-adjusted capital.  In aggregate,
the total value of its equity holdings, real estate and below
investment grade holdings pose substantial investment risk. Prior
capital increases were largely the result of capital contributions
from Citizens Financial Corp., rather than organic growth from
earnings.  Management has placed an increased emphasis on group
accident and health product lines and has tightened its
underwriting on existing lines.  A.M. Best will continue to
monitor the success of this strategy going forward.

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


CONSORTIUM SERVICE: Sept. 30 Stockholders' Deficit Narrows to $6MM
------------------------------------------------------------------
Consortium Service Management Group Inc.'s balance sheet at
Sept. 30, 2006, showed $1,051,729 in total assets, $6,925,448 in
total liabilities, and $206,000 in minority interest, resulting in
a $6,079,719 stockholders' deficit.  The company's stockholders'
deficit at Dec. 31, 2005, stood at $6,311,344.

The company's Sept. 30 balance sheet also showed strained
liquidity with $970,982 in total current assets available to pay
$6,725,448 in total current liabilities.

The company reported a net loss of $1,301,246 for the third
quarter ended Sept. 30, 2006, compared with a net loss of $332,547
in the comparable quarter in 2005.  The company had no revenue in
those periods.

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

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006, Gary
Skibicki, CPA, PC, raised substantial doubt about Consortium
Service Management Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2004, and 2005.  The
auditor pointed to the company's recurring losses from operations.

             About Consortium Service Management Group

Headquartered in Corpus Christi, Texas, Consortium Service
Management Group Inc. (OTCBB: CTUM) -- http://www.ctum.com/-- is   
a technology management company that finances, owns, develops,
patents, manages, licenses and markets innovative technologies.  
The company maintains offices in Atlanta, Georgia; Alexandria,
Virginia; and Kiev, Ukraine.  Technologies invented by scientists
and engineers of Ukraine and brought to the U.S. and other
countries, include:

   -- the company's platform, medical, Live Biological Tissue
      Bonding technology, which bonds human tissue without the
      use of sutures, staples, sealants or glues.  More than 700
      successful human surgeries have been performed in clinical
      trials in Ukraine using more than 30 different types of
      surgical procedures;

   -- the 390,000-pound proprietary Landfill Gas Purification
      System, now being installed at a municipal waste landfill
      in Chastang, Alabama, that processes raw landfill gas to
      pipeline quality; and

   -- the environmentally friendly, large-farm, Anaerobic
      Animal Waste Processing System.


CONTINENTAL AIRLINES: Union Ready to Respond to Likely UAL Merger
-----------------------------------------------------------------
In response to the reported Continental Airlines and United
Airlines discussion for a possible merger, the International
Association of Machinists and Aerospace Workers' general vice
president, Robert Roach, Jr., issued this statement:

"The Machinists Union has not been contacted by United or
Continental about any potential merger.  The IAM is fully prepared
to defend the wages, contracts, and defined benefit pension plans
earned by our 25,000 members at United and Continental.  The IAM's
Transportation Merger Team is also prepared to respond to any
airline merger scenario.  In the event a United-Continental merger
d[o] occur, United's Flight Attendants could gain the defined
benefit pension plan currently enjoyed by our United Airlines
members and being ratified by our Continental Flight Attendants."

                           About the IAM

The IAM represents 16,000 United Airlines Ramp & Stores, Public
Contact, Food Service, Fleet Technical Instructors, Maintenance
Instructors, Security Officer and Food Service employees.

The Machinists Union also represents more than 9,000 Continental
Airlines Flight Attendants.

                          About UAL Corp.

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

                    About Continental Airlines

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

                           *     *     *

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

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

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


CREDIT SUISSE: S&P Holds Low-B Ratings on Classes J to O Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2004-C1.

Concurrently, ratings were affirmed on the remaining 17 classes
from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior certificates reflect the defeasance
of $94.5 million in collateral since issuance.

As of the Nov. 17, 2006, remittance report, the collateral pool
consisted of 261 loans with an aggregate trust balance of
$1.56 billion, compared with 262 loans totaling $1.62 billion at
issuance.  The master servicers, KeyCorp Real Estate Capital
Markets Inc. and Midland Loan Services Inc., reported primarily
full-year 2005 financial information for 98% of the pool.  

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 2.01x, up from 1.73x at issuance.  
The current DSC figure excludes the loans for the defeased
collateral, and the National Consumer Cooperative Bank cooperative
loan grouping.  There are three loans with the special servicer,
LNR Partners Inc.  One of the specially
serviced loans is 90-plus-days delinquent and has an appraisal
reduction amount of $513,287 in effect.  All of the remaining
loans in the pool are current.  To date, the trust has not
experienced any losses.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $538.2 million and a weighted average DSC
of 2.05x, compared with 2.04x at issuance.  Two of the top 10
loans are on the watchlist and are discussed further below.

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10
loans.  One property was characterized as "excellent," while the
remaining collateral was characterized as "good."
     
Credit characteristics for three of the loans in the pool remain
consistent with those of investment-grade obligations.  

Details of these loans are:

   -- The second-largest exposure in the pool, the Beverly Center
      loan, has a trust balance of $99 million and a whole-loan
      balance of $346.5 million.  The pari passu loan is secured
      by the leasehold interest in an 855,015-sq.-ft. regional
      mall in Los Angeles, Calif. For the six months ended
      June 30, 2006, the DSC was 1.70x and occupancy was 99%.
      Standard & Poor's adjusted net cash flow is
      comparable to its level at issuance.

   -- The third-largest loan in the pool, the Stanford Shopping
      Center loan, has a trust balance of $90 million and a
      whole-loan balance of $165 million.  A $75 million pari
      passu portion is not included in the trust and supports the
      certificates in the Credit Suisse First Boston Mortgage
      Securities Corp 2003-C5 transaction.  In addition,
      $55 million in mezzanine financing is in place.  The loan
      is secured by 534,013 sq. ft. of a 1.4 million-sq.-ft.  
      open-air regional mall in Stanford, CA.  The property is  
      subject to ground leases from Stanford University.  The
      sponsor of the loan and manager of the property is Simon
      Property Group Inc.  The property reported a year-end 2005
      occupancy of 94%. Standard & Poor's adjusted NCF is 13%
      above its level at issuance.

   -- The fourth-largest exposure in the pool, the Mayfair Mall
      and Office Complex loan, is encumbered by a $193.4 million
      whole loan.  The A-1 note is divided into three pari passu
      pieces, of which $65.2 million serves as the trust
      collateral.  The loan is secured by 858,165 sq. ft. of the
      1,068,879-sq.-ft.  Mayfair Mall and four office properties
      totaling 419,318 sq. ft., all in the Milwaukee suburb of
      Wauwatosa, Wiscosin.  The sponsor of the loan and manager
      of the property is General Growth Properties Inc.  For the
      six months ended June 30, 2006, the property reported
      occupancy of 98%.  Standard & Poor's adjusted NCF is 12%
      above its level at issuance.


The master servicers reported a watchlist of 37 loans.  The
seventh-largest exposure, the Red Lion Hotel portfolio, has an
outstanding balance of $24 million and is secured by a portfolio
of four lodging properties in Washington, Georgia, and Utah with a
total of 1,013 units.  Two of the cross-collateralized and cross-
defaulted loans appear on the watchlist because the properties
reported a year-end 2005 DSC below 1x.  The four properties
reported a weighted average year-end 2005 DSC of 1.28x.

The eighth-largest exposure, the Bristol Park at Encino Commons
Apartments loan, has an outstanding balance of $23.7 million and
is secured by a 324-unit multifamily property in San Antonio,
Texas.  The loan appears on the watchlist because the property
reported a year-end 2005 DSC of 0.97x.

The Buckner Village Apartments loan is the largest loan with the
special servicer and is in its grace period.  The loan is secured
by a 172-unit multifamily property in Dallas, Texas.  The loan was
transferred to the special servicer in March 2006 due to imminent
default.  LNR will return the loan to the master servicer once the
loan has remained current for a three-month period.

Catalina Apartments is a 123-unit multifamily property in Dallas,
Texas, securing a $2 million loan that is 90 days delinquent.  The
loan was transferred to LNR in August 2006 due to imminent
default.  LNR is preparing to foreclose on the loan.  An ARA of
$513,287 is in effect for this loan.

1-7 Journal Square is an 8,869-sq.-ft. retail property in Jersey
City, N.J.  The loan was transferred to LNR in August 2006 due to
imminent default.  The sponsor of the loan and LNR are in
negotiations with a local developer to sell the property.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    
                         Ratings Raised
     
                  CSFB Mortgage Securities Corp.
    Commercial Mortgage Pass-Through Certificates Series 2004-C1

                      Rating
                      ------
          Class     To      From   Credit enhancement
          -----     --      ----   ------------------
          B         AAA     AA          12.21%
          C         AA+     AA-         11.04%
          D         A+      A            8.70%
  
     
                        Ratings Affirmed
     
                  CSFB Mortgage Securities Corp.
    Commercial mortgage pass-through certificates series 2004-C1

          Class    Rating       Credit enhancement
          -----    ------       ------------------
          A-1      AAA               15.07%
          A-2      AAA               15.07%
          A-3      AAA               15.07%
          A-4      AAA               15.07%
          E        A-                 7.54%
          F        BBB+               6.11%
          G        BBB                5.07%
          H        BBB-               3.90%
          J        BB+                3.38%
          K        BB                 2.86%
          L        BB-                2.47%
          M        B+                 1.82%
          N        B                  1.56%
          O        B-                 1.30%
          A-X      AAA                N/A
          A-SP     AAA                N/A
          A-Y      AAA                N/A
             
                      N/A-Not applicable.


CRESCENT REAL: S&P Revises Outlook to Negative from Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Crescent
Real Estate Equities Co. and Crescent Real Estate Equities L.P. to
negative from stable.

In addition, the 'BB-' corporate credit, 'B' senior unsecured
debt, and 'B-' preferred stock ratings on Crescent were affirmed.
The affirmations affect roughly $625 million of senior unsecured
notes and $401 million of preferred stock.

"The outlook revision reflects concerns regarding the company's
aggressive financial profile, as Crescent remains challenged to
fully cover its dividend with operating cash flow," said credit
analyst Elizabeth Campbell.  

"Management has relied on nonrecurring gains from asset sales and
its residential development business to fund its dividend
shortfall over the past several quarters.  These sources of cash
are volatile, however, and residential sales have historically
been heaviest at year-end, and have been generated from a
depleting asset."

Current financial measures are aggressive as the company is unable
to meet its dividend with operating cash flow.  As such, Crescent
relies on monetization opportunities to meet a shortfall that we
estimate has reached $50 million year-to-date.  A significant drop
in cash flow from the company's residential development business
in its historically strong fourth quarter appears likely, and
could cause us to revise our ratings downward.

Standard & Poor's would revise its outlook to stable if the
company makes progress toward covering its dividend with less
variable sources of cash flow or if it creates delevering
opportunities via asset sales and/or by reducing large maturities
in 2007.


CYBER DEFENSE: Sept. 30 Balance Sheet Upside-Down by $14.1 Million
------------------------------------------------------------------
Cyber Defense Systems Inc.'s balance sheet at Sept. 30, 2006,
showed $4.3 million in total assets and $18.5 million in total
liabilities, resulting in a $14.1 million stockholders' deficit.

The company incurred a $15.9 million net loss on $136,137 of net
revenues for the three months ended Sept. 30, 2006, compared with
a $719,460 net loss on $114,873 million of net revenues for the
same period in 2005.

The increase in revenues is primarily due to increased sales of
the Techsphere Systems International Inc.'s related product and
integration services as there was no revenue recognized in the
three months ended Sept. 30, 2005, due to Techsphere being
acquired on Sept. 19, 2005.

Amortization expense for the nine months ended Sept. 30, 2006 was
$593,982.  On Sept. 30, 2006, the management determined that the
value of this asset was impaired.  As a result, the company
recorded an impairment loss for $11,330,674 as of Sept. 30,
2006.  In addition, management determined the estimated remaining
useful life to be 7 years.  The book value of the asset was
reduced to $2,100,000 and the monthly amortization is $25,000.

As of Sept. 30, 2006, the company's balance sheet also showed
strained liquidity with $1 million in total current assets
available to pay $16.8 million in total current liabilities.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?16f9

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2006,
Hansen, Barnett & Maxwell, in Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense Systems, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the company's working capital
deficits and losses from operations.  

                        About Cyber Defense

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


CYOP SYSTEMS: Posts $1.1MM Net Loss in Quarter Ended Sept. 30
-------------------------------------------------------------
CYOP Systems International Inc. has filed its quarterly financial
statements for the period ended Sept. 30, 2006.

The company reported a $1,121,631 net loss on zero revenues for
the quarterly period ended Sept. 30, 2006, compared to a net loss
of $298,229 on $1,371 of net revenues in the same quarter in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1,858,598
in total assets and $3,601,666 in total liabilities, resulting in
a $1,393,068 stockholders' deficit.

The company had cash and cash equivalents of $1,465 at
Sept. 30, 2006 and a working capital deficit of $3,050,228 with
the deficiency arising primarily from $1,458,634 in loans from
related parties, and a $1,474,557 convertible debenture with
Cornell Capital Partners L.P.

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

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

                      Going Concern Doubt

De Leon & Company, P.A., in Pembroke Pines, Florida, raised
substantial doubt about CYOP Systems' ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2005, and 2004.  The
auditor pointed to the company's recurring losses from operations
and capital deficiency.

                      About CYOP Systems

Based in Beverly Hills, California, CYOP Systems International
Incorporated and its subsidiaries provide multimedia transactional
technology solutions and services for the entertainment industry.
The company's range of products and services include financial
transaction platforms for on-line video games, licensed online
gaming software and integrated e-commerce transaction technology
for on-line merchants.


DAIMLERCHRYSLER: U.S. Unit Ceases Production on Various Plants
--------------------------------------------------------------
The Chrysler Group, the U.S.-based unit of DaimlerChrysler AG,
will halt production for more than a month on some of its U.S.
plants starting Dec. 22, 2006, to cut piled-up inventory, Jeff
Bennett and Alan Ohnsman at Bloomberg News report.

According to Bloomberg, Chrysler will stop vehicle production in
its Dodge truck plants in St. Louis, Michigan, Newark, and
Delaware, minivan plants in Windsor, Ontario, and a jeep plant in
Detroit.

The company, which depends on light trucks for most of its sales,
has cut back its inventory in spite of its U.S. sales plummeting
7.7% during November.  The company is trying to shed off units
that were not ordered by customers, Bloomberg says.

Bloomberg relates that Autodata Corp. stated that light truck
sales dropped 5.6%.  Large pickup truck sales also dropped 9.1%
from last year.  In addition, gasoline prices that stayed up for
$3 a barrel for most of the year contributed to declining sales.

Bloomberg adds that in the second quarter of 2006, Chrysler had
planned to cut North American production by 16%.

                         Inventory Plans

Automotive News, a Detroit trade publication, has reportedly said
that Chrysler had an 81-day supply of light trucks, instead of the
standard 60 days.  Joe Eberhardt told Bloomberg in an interview
that the company's inventory of unsold vehicles was in the low
"500,000s".

Chrysler will have some plants that will suspend its operations
longer than the planned duration, while other Chrysler facilities
will be operating longer than usual due to the demand for certain
vehicles, Frank Klegon, Chrysler product development head,
informed Bloomberg.

                     About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG --
http://www.daimlerchrysler.com/-- develops, manufactures,  
distributes, and sells various automotive products, primarily
passenger cars, light trucks, and commercial vehicles worldwide.  
It primarily operates in four segments: Mercedes Car Group,
Chrysler Group, Commercial Vehicles, and Financial Services.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names.  It also sells parts and accessories under
the MOPAR brand.

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures -- particularly on light trucks -- by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and cut
costs in the short term are being examined at all stages of the
value chain, in addition to structural changes being reviewed as
well.


DELPHI CORP: Ct. Indefinitely Adjourns Section 1113/1114 Hearing
----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has indeterminately adjourned the
hearing on Delphi Corporation and its debtor-affiliates' Section
1113/1114 Motion in light of the further progress reported by the
Debtors at the status conference held on Nov. 30, 2006.

The Court held an in-person, in-camera status conference with the
Debtors, the Respondents, and the Official Committee of Equity
Security Holders on Dec. 13, 2006, regarding the status of
negotiations with respect to the consensual resolution of the
1113/1114 Motion.

Delphi is seeking to reject its collective bargaining agreements
with unions and to modify obligations to provide insurance
benefits for its hourly retirees.  To restructure its U.S.
operations, Delphi is planning to cut 4/5 of its 33,100 U.S.
hourly workers, close 21 of its 29 U.S. union plants and slash
wages and benefits for workers who stay.

The Section 1113-1114 proceedings began May 9, 2006, with opening
statements by Delphi, the UAW, other objecting unions -- IUE-CWA,
USW, IAM, IBEW and IUOE -- the Official Committee of Unsecured
Creditors and others.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


DELPHI CORP: Behind by $1,250,000,000 in Pension Payments
---------------------------------------------------------
Delphi Corporation is delinquent by at least $1,250,000,000 in
payments to its pension fund since the Petition Date, David
Shepardson of The Detroit News reports, citing federal pension
regulators.

The Pension Benefit Guaranty Corp. told The Detroit News that
Delphi's pension fund may be underfunded by as much as
$10,600,000,000.

Mr. Shepardson discloses that Delphi has already filed a request
with the Internal Revenue Service seeking to waive excise taxes it
may liable for in connection with its inability to meet the
minimum required pension payments.

According to Delphi's counsel, the company may stop the pension
fund next year, Mr. Shepardson relates.

U.S. hourly pension and other post-employment benefits exposed
Delphi to approximately $10,700,000,000 in unfunded liabilities at
December 31, 2005, according to the company's annual report filed
with the U.S. Securities and Exchange Commission in July 2006.

Delphi reported that approximately $2,300,000,000 was attributable
to unfunded pension obligations and $8,400,000,000 was
attributable to OPEB obligations.

Before filing for bankruptcy, Delphi projected that cash outflows
for hourly pension contributions and OPEB payments through 2007
would approximate $1,900,000,000.  Through the Chapter 11 process,
however, Delphi is permitted to defer a significant portion of the
contributions until it emerges from bankruptcy.

During the six months ended June 30, 2006, Delphi contributed
$119,000,000 to its U.S. pension plans, according to the company's
quarterly report filed in August 2006.  The amount represents the
portion of the pension contribution attributable to services
rendered by Delphi employees in the fourth quarter of 2005 and the
first quarter of 2006.

Under the Employee Retirement Income Security Act and the U.S.
Internal Revenue Code, a $600,000,000 minimum funding payment to
the U.S. pension plans was due in the first six months of 2006.

As permitted under Chapter 11, Delphi contributed only the portion
of the contribution attributable to post-bankruptcy-petition
service.  Accordingly, Delphi did not meet the minimum funding
standards of ERISA and the Internal Revenue Code for its primary
U.S. pension plans for the plan years ended Sept. 30, 2005.

Delphi said the $173,000,00 underfunded amount was due June 15,
2006.  The default triggered a $17,000,000 excise tax.

On July 14, 2006, Delphi contributed approximately $60,000,000 to
its U.S. pension plans.  The amount represents the portion of the
pension contribution attributable to services rendered by Delphi
employees in the postpetition portion of the second quarter of
2006.

Certain of Delphi's non-U.S. subsidiaries also sponsor defined
benefit pension plans, which generally provide benefits based on
negotiated amounts for each year of service.  Delphi's primary
non-U.S. plans are located in France, Germany, Luxembourg, Mexico,
Portugal, and the United Kingdom.  The UK and certain Mexican
plans are funded.  In addition, Delphi has defined benefit plans
in Korea and Italy for which amounts are payable to employees
immediately upon separation.

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


DIAMOND ENTERTAINMENT: Sept. 30 Balance Sheet Upside-down by $1.8M
------------------------------------------------------------------
Diamond Entertainment Corporation reported a $93,922 net loss on
$451,350 of revenues for the quarterly period ended Sept. 30,
2006, compared to a net loss of $156,506 on $695,997 of total
revenues for the same quarter in 2005.

The company's balance sheet at Sept. 30, 2006, showed 1,962,470 in
total assets and $3,756,215 in total liabilities, resulting in a
$1,793,745 stockholders' deficit.

The company's September 30 balance sheet also showed strained
liquidity with $1,529,807 in total current assets available to pay
$3,754,952 in total current liabilities coming due within the next
12 months.

The company has implemented a plan to increase its overall market
share of core business and its general merchandise line products,
and to expand into the contract replication, duplication and
packaging business.  The company aims to:

   -- attain leadership in the market segment of high quality
      budget priced distribution of videocassettes and
      DVD titles;
    
   -- expand the company's association with firms in China to
      source and handle QA functions for its general merchandise
      line of products and market a wide selection of high
      quality, low price general merchandise and sundry items
      from China;
    
   -- re-establish sales to club type stores with the company's
      new general merchandise line of products;
    
   -- utilize the company's relationship with mass merchandisers
      to introduce and market its general merchandise line of
      products;
    
   -- continue to seek out additional financing sources to
      support the expected growth in the company's general
      merchandise line of products;
    
   -- avoid direct competition with larger competitors who sell
      in the same product categories as the company, by offering
      higher quality budgeted price products;
    
   -- continue to acquire new videocassette and DVD titles for
      distribution; and
    
   -- expand the company's internet e-Commerce.

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

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

                      Going Concern Doubt

Pohl, McNabola, Berg and Company, LLP, raised substantial doubt
about Diamond Entertainment's ability to continue as a going
concern after auditing the company's financial statements for the
years ended March 31, 2006 and 2005.  The auditing firm pointed to
the company's substantial losses and negative cash flows from
operations for the year ended March 31, 2006.

                  About Diamond Entertainment

Based in Walnut, California, Diamond Entertainment Corporation,
dba e-DMEC, markets and sells a variety of DVD and videocassette
titles to the budget home video and DVD market.  The Company's
wholly owned subsidiary, Jewel Products International Inc.,
manufactures and distributes general merchandise, children's toy
products and other sundry items from U.S. based importers or
directly from Asia for distribution to mass merchandisers in the
United States.  During the years ended March 31, 2006 and 2005,
JPI was dormant and did not record sales of its products.


DLJ COMMERCIAL: Fitch Junks Rating on $15.5MM Class B-8 Certs.
--------------------------------------------------------------
DLJ Commercial Mortgage Corp.'s pass-through certificates, series
1999-CG2, is downgraded and assigned a distressed recovery rating
as:

   -- $15.5 million class B-8 to 'CCC/DR3' from 'B-'.

In addition, Fitch affirms these classes:

   -- $25.9 million class A-1A at 'AAA';
   -- $890.2 million class A-1B at 'AAA';
   -- Interest-only class S at 'AAA';
   -- $69.8 million class A-2 at 'AAA';
   -- $81.4 million class A-3 at 'AAA';
   -- $19.4 million class A-4 at 'AAA';
   -- $58.1 million class B-1 at 'AAA';
   -- $23.3 million class B-2 at 'AAA';
   -- $38.8 million class B-3 at 'AA-';
   -- $31 million class B-4 at 'A-';
   -- $15.5 million class B-5 at 'BBB';
   -- $19.4 million class B-6 at 'BB+'; and,
   -- $15.5 million class B-7 at 'B+'.

The $27.2 million class C is not rated by Fitch.

The rating downgrade is a result of increased loss expectations on
the specially serviced loans as a result of recent valuations on
specially serviced assets since Fitch's last rating action.  

As of the December 2006 distribution date, the pool's aggregate
certificate balance has been reduced 14.1% to $1.33 billion from
$1.55 billion at issuance.  Sixty-six loans have defeased since
issuance.

There are currently four loans in special servicing and
significant losses are expected.  The largest specially serviced
asset is a multifamily property located in Marietta, GA and is
currently real estate owned.  A purchase and sales agreement is
being negotiated.

The second largest specially serviced asset is an office property
located in King of Prussia, PA, and is currently REO.  The
property is 100% vacant and is being marketed for lease or sale.

The third largest specially serviced asset is a retail property
located in Boaz, AL and is currently REO.  The property is
currently 43% occupied with no prospective tenants.  The special
servicer continues to market the property for sale or lease.

Recent appraisal valuations indicate significant losses upon the
liquidation of these assets.  Fitch expected losses on the
specially serviced loans will ultimately deplete the non-rated
class C and negatively impact class B-8.


DURA AUTOMOTIVE: Hires Glass & Associates as Financial Advisors
---------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Glass & Associates Inc. as their financial
advisors.

John C. DiDonato, president of Glass & Associates, Inc., relates
that since 1986, his firm has acquired significant experience with
business assessments, management consulting, interim management,
financial consulting, interim management, financial restructuring,
litigation consulting, and bankruptcy matters.  

Glass has served boards of directors, senior management, secured
and unsecured lenders, unsecured creditors' committees, and other
stakeholders of distressed businesses in more than 750 engagements
in approximately 30 different industries, including more than 100
engagements in the automotive supplier sector.  

Specifically, Glass has acted as financial or operational advisor
to Allied Holdings, Inc., Intermet Corporation, CEP Holdings, LLC,
General Chemical Group, Inc., Integrated Electrical Services,
Inc., Mississippi Chemical Corporation, Railworks Corporation, and
Transit Group, Inc., in those debtors' Chapter 11 cases.  The
firm, Mr. DiDonato says, has also acted as advisors to lenders,
acquirers and customers in the Chapter 11 cases of Collins &
Aikman Corporation, BBi Enterprises, Inc., Metalforming
Technologies, Tower Automotive, Inc., and Trim Trends Co., LLC.

According to Keith Marchiando, chief financial officer of Dura
Automotive Systems, Inc., the Debtors have selected Glass after
reviewing the qualifications and experience of the firm's
personnel and because of Glass' diverse knowledge and considerable
expertise in assisting restructuring companies both inside and
outside of Chapter 11 cases.

On Aug. 15, 2006, the Debtors engaged Glass to provide financial
advisory services.  Since that time, Glass has:

   (1) developed a weekly liquidity budget, a 13-week cash
       forecast, and analyzed working capital requirements in
       both the short-term and the longer-term;

   (2) assisted the Debtors in developing and implementing cash
       management strategies, tactics and processes;

   (3) assisted the Debtors in developing contingency plans in
       support of operational and financial restructuring
       efforts; and

   (4) developed financial projections models, which will be used
       in coordination with the Company's business plan and
       valuation to which Glass is also providing assistance.

As a result, Glass has developed a great deal of institutional
knowledge regarding the Debtors' operations, finance and systems.
"Such experience and knowledge will be valuable to the Debtors in
their efforts to reorganize," Mr. Marchiando says.

Thus, as the Debtors' financial advisors, Glass will:

   (a) assist the Debtors in the preparation of financial-related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statements of Financial
       Affairs, and Monthly Operating Reports;

   (b) assist the Debtors with information and analyses required
       pursuant to the Debtors' debtor-in-possession financing;

   (c) assist with the identification and implementation of
       short-term cash management procedures;

   (d) assist in responding to and tracking calls received from
       suppliers in the Debtors' call center, including the
       production of various management reports reflecting call
       center activity;

   (e) advise and assist the Debtors in connection with the
       development and implementation of key employee retention
       and other critical employee benefit programs;

   (f) assist with the identification of executory contracts and
       leases and performance of cost/benefit evaluations with
       respect to the affirmation or rejection of each;

   (g) assist the Debtors' management team and counsel focused on
       the coordination of resources related to the ongoing
       reorganization effort;

   (h) assist in the preparation of financial information for
       distribution to creditors and others, including, but not
       limited to, cash flow projections and budgets, cash
       receipts and disbursement analysis, analysis of various
       asset and liability accounts, and analysis of proposed
       transactions for which Court approval is sought;

   (i) attend meetings and assist in discussions with potential
       investors, banks and other secured lenders, any official
       committee(s) appointed in the Debtors' cases, the United
       States Trustee, other parties-in-interest, and
       professionals hired by these parties, as requested;

   (j) analyze creditor claims by type, entity, and individual
       claim, including assistance with development of databases,
       as necessary, to track those claims;

   (k) assist in the preparation of information and analysis
       necessary for the confirmation of a plan of
       reorganization, including information contained in the
       disclosure statement;

   (l) assist in the evaluation and analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers;

   (m) provide litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case related issues as required by the
       Debtors; and

   (n) render other general business consulting or other
       assistance as the Debtors' management or counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals.

According to Mr. Marchiando, Glass will also provide assistance in
responding to and handling calls received from the Debtors'
suppliers in the Debtors' call center, including the production of
various management reports reflecting call center activity.  

In connection with the Vendor Call Center process, Glass'
professionals will be performing repetitive tasks in responding to
numerous vendor calls including answering incoming calls,
communicating relevant factual information regarding the
proceedings, negotiating terms of supply and updating the Vendor
Call Center database to reflect the outcome of calls received.  

Given the nature of these tasks and the expected volume of
supplier calls, Mr. Marchiando says, it would be impractical and
would provide little monitoring insight to various parties-in-
interest for the professionals to maintain detailed time records
for tasks performed in connection with the Vendor Call Center.

Thus, the Debtors ask the Court to allow the Vendor Call Center
professionals to submit only summary documentation with the
overall Glass applications that provide the hours incurred by
level and descriptions of the categories of tasks that were
completed by the group during the applicable time period in lieu
of providing detailed time records.

The Debtors will pay Glass's professionals based on their hourly
rates:

          Professional                    Hourly Rate
          ------------                    -----------
          Principal                       $375 - $575
          Case Director                   $350 - $500
          Senior Consultant               $250 - $380
          Consultant                      $200 - $300
          Clerical/Administrative          $75 - $125

In addition, the Debtors will pay the firm a $1,000,000 completion
fee on (a) the effective date of a confirmed Chapter 11 plan of
reorganization, or (b) the consummation of a Restructuring
Transaction.

The term "Restructuring Transaction" means any recapitalization or
restructuring of the Debtors' preferred, equity or debt
securities, and other indebtedness, obligations or liabilities,
including pursuant to a repurchase or exchange transaction,
solicitation of consents, waivers, acceptances or authorizations.

The Debtors may also, at their sole discretion and subject to the
Court's approval, pay Glass on the Effective Date an Incentive Fee
of up to $1,000,000 for its role in matters including:

   (a) obtaining customer price and other concessions;
   (b) stabilizing and improving vendor relations;
   (c) developing a liquidation analysis; or
   (d) any other matters in which Glass provides a benefit to the
       Debtors.

Glass will seek reimbursement for reasonable and necessary
expenses incurred in connection with the Debtors' reorganization
cases.

Mr. Marchiando asserts the fee structure is consistent with Glass'
normal and customary billing practices for comparably sized and
complex cases.  The parties believe the compensation arrangements
are both reasonable and market-based.

The Debtors will indemnify and hold Glass harmless against
liabilities arising out of or in connection with its retention by
the Debtors, except for any liability for losses, claims, damages,
or liabilities incurred by the Debtors that are finally judicially
determined by a court of competent jurisdiction to have primarily
resulted from the bad faith, self-dealing, breach of fiduciary
duty (if any), gross negligence, or willful misconduct of Glass.

According to the firm's books and records, during the 90-day
period prior to the Petition Date, Glass received $3,259,512 from
the Debtors for professional services performed and expenses
incurred.  "These payments have been applied to outstanding
invoices and applied on account to fees and expenses incurred in
providing services to the Debtors in contemplation of, and in
connection with, [the] prepetition restructuring activities,"
Mr. DiDonato says.

Glass estimates it has received unapplied advance payments from
the Debtors in excess of prepetition billings totaling $500,000.

Mr. DiDonato assures the Court that Glass is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  In addition, he says, Glass neither holds nor
represents an interest adverse to the Debtors within the meaning
of Section 327(a) of the Bankruptcy Code.

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

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


DURA AUTOMOTIVE: Gets Court's Final Okay for Customer Programs
--------------------------------------------------------------
DURA Automotive Systems Inc. obtained from the U.S. Bankruptcy
Court for the District of Delaware final authorization to
continue, renew, replace, implement new, or terminate, and perform
prepetition obligations under their Customer Programs.

As reported in the Troubled Company Reporter on Nov. 23, 2006, the
company, pursuant to Sections 105(a), 363, 1107(a), and 1108 of
the Bankruptcy Code, obtained, on an interim basis, the Court's
authority to:

    (a) perform their prepetition obligations related to the
        foregoing Customer Programs; and

    (b) continue, renew, replace, implement new, or terminate
        their Customer Programs, in the ordinary course of
        business, without further application to the Court.

The Debtors also sought to continue their Customer Programs as
they have proven:

    (i) successful business strategies in the past; and

   (ii) responsible for generating valuable goodwill, repeat
        business, and net revenue increases.

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

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


ECOSPHERE TECH: Sept. 30 Balance Sheet Upside-Down by $8.9 Million
------------------------------------------------------------------
Echosphere Techologies Inc., formerly known as Ultrastrip Systems
Inc., reported a $929,000 net loss on $1.4 million of revenues for
the third quarter ended Sept. 30, 2006, compared with a
$1.9 million net loss on $187,402 of revenues for the same period
in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$1.8 million in total assets and $6.9 million in total debts,
$1.1 million in redeemable convertible cumulative preferred stock
series A, and $2.7 million in redeemable convertible cumulative
preferred stock series B, resulting in total capital deficit of
$8.9 million.  Additionally, accumulated deficit as Sept. 30,
2006, stood at $45.3 million.

The primary causes of the decrease in net loss is higher gross
profits from the sale of two robotic systems.  Additionally, in
2005 the company expensed, as non-cash compensation expense, the
value of options granted to a former chairman, since the former
chairman no longer has any relationship with the company.

The increase in revenues resulted primarily from the delivery of
two robotic systems and related spare parts to an overseas
customer for $1.28 million.  Additionally, the company generated
nearly $80,000 of service revenues by providing coating removal
services to a customer at the Port of San Francisco.  In the same
quarter of 2005, the company recognized $125,000 of revenues in
support of the Hurricane Katrina recovery project, had spare part
sales of $51,000, and generated commissions of 11,000.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $417,848 in total current assets available
to pay $6.5 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at http://researcharchives.com/t/s?1709

Net cash used in operating activities was $1.3 million for the
nine months ended Sept. 30, 2006, compared to $4.7 million for the
nine months ended Sept. 30, 2005.  This decrease relates to a
reduction in inventories due to the sale of robotic systems, and
an increase in accounts payable and accrued expenses during 2006
compared to 2005.

The company's net cash used in investing activities was $1.1
million for the nine months ended Sept. 30, 2006 compared to net
cash used by investing activities of $61,641 for the nine months
ended Sept. 30, 2005.  The change in cash is due to a building of
two robotic systems for the company's use in coating removal
services.  Additionally, in 2006 the company constructed a
tactical water filtration system which will be used for
demonstration purposes.

The company's net cash provided by financing activities was $2.3
million for the nine months ended Sept. 30, 2006 compared to $5.1
million for the nine months ended Sept. 30, 2005.  The decrease is
a result of the company's reduction and ultimate termination of
its convertible note program initiated in November 2004 and
limited additional borrowings.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 1, 2006,
Tedder, James, Worden & Associates, P.A., in Orlando, Florida,  
raised substantial doubt about UltraStrip Systems, Inc.'s ability  
to continue as a going concern after auditing the company's  
consolidated financial statements for the year ended Dec. 31,  
2005.  The auditor pointed to the company's working capital  
deficit and losses from operations.

                   About Ecosphere Technologies     
                     
Ecosphere Technologies Inc. fka Ultrastrip Systems Inc. (OTC:
ESPH) -- http://www.ecospheretech.com/-- creates patented and  
engineered solutions for the defense, homeland security and global
ship repair markets.  It operates through two business units:
Ecosphere Technologies (Ecosphere) and Ultrastrip Envirobotics
Systems (UES).  The Ecosphere business unit provides water
filtration systems capable of producing clean drinking water using
natural water source.  The UES business unit serves the ship
repair industry and eliminates environmental damage.  It provides
ultra high pressure robotic water jetting coating removal products
and services that are used to strip coatings from large vessels
such as super tankers, cruise ships and military vessels.

The company changed its name from UltraStrip Systems, Inc. to
Ecosphere Technologies, Inc. on Aug. 10, 2006, upon approval of
its stockholders.


ELCOM INT'L: Equity Deficit Narrows to $1.2 Mil. at Sept. 30
------------------------------------------------------------
Elcom International Inc. filed its financial statements for the
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission.

The company reported a $1,523,000 net loss on $683,000 of net
revenues for the three months ended Sept. 30, 2006, versus a
$1,115,000 net loss on $547,000 of net revenues for the three
months ended Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed a $1,219,000
stockholders' deficit, compared to a positive equity of $1,225,000
at Dec. 31, 2005.

                       Going Concern Doubt

Vitale, Caturano & Company, Ltd., expressed raise substantial
doubt about Elcom International's ability to continue as a going
concern after it audited the company's financial statements for
the years ended Dec. 31, 2005.  The auditing firm pointed to the
company's net losses every year since 1998, has an accumulated
deficit of $126,252,000 as of Sept. 30, 2006.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?1712

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) -- http://www.elcominternational.com/-- operates elcom,
inc, an international B2B Commerce Service Provider offering
affordable solutions for buyers, sellers and commerce communities
to automate many or all of their purchasing processes and conduct
business online.  PECOS, Elcom's remotely hosted flagship
solution, enables enterprises of all sizes to achieve the many
benefits of B2B eCommerce without the burden of infrastructure
investment and ongoing content and system management.


ENER1 INC: September 30 Balance Sheet Upside-Down by $47 Million
----------------------------------------------------------------
Ener1 Inc. filed its financial statements for the quarter ended
Sept. 30, 2006, with the Securities and Exchange Commission.

The company reported a $6,015,000 net loss on zero sales for the
three months ended Sept. 30, 2006, versus a $30,697,000 net loss
on $25,000 of net sales for the three months ended Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $47,055,000, compared to a deficit of
75,943,000 at Dec. 31, 2005.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?1713

                       Going Concern Doubt

Malone & Bailey, PC, expressed substantial doubt about Ener1's
ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2005  
and 2004.  The auditing firm pointed to the company's recurring
losses from operations, negative cash flow and accumulated
deficit.

                          About Ener1

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- is an    
alternative energy technology company.  Its interests include:
EnerDel, a lithium-ion battery company in which Delphi Corp. owns
a minority interest, Japan-based Enerstruct, a lithium-ion company
in which Ener1 strategic investor ITOCHU Corporation has a major
interest; wholly owned subsidiary EnerFuel, a fuel cell products
and services company, and wholly owned subsidiary NanoEner, which
develops nanotechnology-based materials and manufacturing
processes for high-power batteries and other applications.


ENTERGY NEW ORLEANS: Parent Plans Delisting from NYSE ARCA
----------------------------------------------------------
Entergy Corporation plans to voluntarily withdraw its securities
from listing on NYSE Arca, Inc., formerly the Pacific Exchange.  
The company's securities will continue to be listed on the New
York Stock Exchange.

The decision to voluntarily withdraw listing from NYSE Arca was
made to eliminate duplicative administrative requirements and
costs inherent with dual listings as a result of the NYSE Group's
recent merger with Archipelago Holdings, the parent company of
NYSE Arca.  NYSE Arca will continue trading Entergy's securities
on an unlisted trading privilege basis.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW: Inks Stipulation on Adequate Protection Payments
-------------------------------------------------------------
Entergy New Orleans, Inc.; Entergy Corp., as sole shareholder of
ENOI; Financial Guaranty Insurance Company; the Bank of New York,
as indenture trustee; and the Ad Hoc Committee of Bondholders have
made substantial progress on the terms of a Chapter 11 plan of
reorganization that should be acceptable to all parties.

The Debtor filed on Dec. 6, 2006, a Second Amended Plan of
Reorganization and accompanying Disclosure Statement.  The Debtor
expects to file a Third Amended Plan in advance of the scheduled
hearing on the Disclosure Statement in January 2007.  The Third
Amended Plan will resolve outstanding issues with respect to the
bondholders.  ENOI expects that Plan will be confirmed.

The parties agree that if and when a Third Amended Plan is filed:

   (1) ENOI will pay to BNY or FGIC, as applicable, as adequate
       protection and not as interest, an amount equal to the
       interest that has accrued on the Bonds from September 23,
       2006, through and including the effective date of the
       Third Amended Plan;

   (2) after filing the Third Amended Plan, if ENOI either
       withdraws the Plan, or modifies it in a manner that is       
       otherwise prohibited without the consent of FGIC, BNY,
       and the Ad Hoc Bondholders Committee, then ENOI's action
       will constitute the automatic termination of its exclusive
       right to file and obtain acceptances of a Chapter 11 plan;

   (3) the stipulation will become effective upon the filing of
       the Third Amended Plan;

   (4) within five business days after the Stipulation's
       Effective Date, ENOI will pay to BNY, as adequate
       protection and not as interest, an amount equal to the
       interest that has accrued on the Bonds and that is due to
       be paid from September 23, 2006, through and including the
       Stipulation's Effective Date; and

   (5) ENOI will reimburse FGIC and pay BNY, as adequate
       protection and not as interest, certain amounts.  However,
       ENOI may cease, at its sole discretion, making the
       adequate protection payments on the earlier of the date
       that ENOI withdraws the Third Amended Plan, or the Court
       denies confirmation of the Third Amended Plan:

         * ENOI will reimburse FGIC an amount equal to all
           amounts paid by FGIC pursuant to the Bond Indenture
           and Mortgage, the FGIC Insurance Agreements, and the
           Surety Bonds during the Initial Accrual Period in
           respect of interest on the Insured Bonds;

         * ENOI will pay BNY an amount equal to all interest
           accruing on the Bonds when the amounts become due and
           payable in accordance with the Bond Indenture and
           Mortgage.

The parties further stipulate that with respect to the interest
that became due and payable on the Bonds during the period
beginning on the Petition Date through Sept. 23, 2006, if the
Plan Effective Date has not occurred by June 30, 2007, ENOI will
pay to BNY -- or with respect to the portion of the Interest
Amount that FGIC paid with respect to the Insured Bonds -- to
FGIC, as adequate protection and not as interest, an amount equal
to:

   (a) interest on the Interest Amount at the non-default rate
       specified in the Bond Indenture and Mortgage; or

   (b) the interest rate under the FGIC Insurance Agreements, as
       applicable, for the period beginning July 1, 2007, and
       ending on the earlier of June 30, 2007, or the date that
       ENOI withdraws the Third Amended Plan, or the Court denies
       confirmation of the Third Amended Plan.

The payments will be made quarterly, beginning with the quarterly
payment due on October 1, 2007.

The parties also agree that the Court's August 17, 2006 Fee Order
is modified to include The Blackstone Group L.P., as a "Lender
Professional" entitled to recover reasonable fees and costs during
ENOI's Chapter 11 case.

The parties clarify that nothing in their Stipulation will be:

   (i) deemed to be an amendment, waiver or other modifications
       of any rights or remedies of FGIC or BNY under the Bonds,
       Bond Indenture and Mortgage, the FGIC Insurance
       Agreements, the Surety Bonds, the DIP Financing Order, or
       the Fee Order, all of which will remain in full force and
       effect; and

  (ii) a determination by the Court, or an agreement by any of
       the parties or with any Bondholder, that the Bond
       Collateral has a greater value than the principal amount
       of the Bond Claim, or that interest, attorneys' fees,
       costs or charges provided for under the Bonds accrue after
       the Petition Date pursuant to Section 506 of the
       Bankruptcy Code.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ETHERIDGE CABINET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Etheridge Cabinet Shop, Inc.
        902 East Baldwin Road
        Panama City, FL 32405
        Tel: (850) 769-0201
        Fax: (850) 784-7703

Bankruptcy Case No.: 06-50310

Type of Business: The Debtor manufactures custom wooden and
                  laminated cabinets.  See
                  http://www.etheridgecabinets.com/

Chapter 11 Petition Date: December 1, 2006

Court: Northern District of Florida (Panama City)

Judge: Lewis M. Killian Jr.

Debtor's Counsel: Louis L. Long, Jr., Esq.
                  Chesser & Barr, P.A.
                  1201 Eglin Parkway
                  Shalimar, FL 32579
                  Tel: (850) 651-9944
                  Fax: (850) 651-9867

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Internal Revenue Service                                 $213,000
11601 Roosevelt Boulevard
Philadelphia, PA 19255

FL Dept. Revenue-Pensacola                                $41,000
3670 North "L" Street, Building C
Pensacola, FL 32505

McEwen Lumber                      Trade Debt             $21,000
P.O. Box 403653
Atlanta, GA 30384

Carapace LLC                       Trade Debt             $20,553
P.O. Box 630965
Baltimore, MD 21263

AmSouth Bank                       Line of Credit         $16,508
P.O. Box 15469
Wilmington, DE 19886

BEIC                               Trade Debt             $15,277

American International Companies   Insurance              $14,149

Blue Cross Blue Shield             Insurance              $12,772

Home Depot                         Trade Debt             $12,423

Hogan Hardwoods                    Trade Debt             $10,500

US Lumber                          Trade Debt              $9,497

Charles Red, Sr.                   Loan                    $8,500

Peggy Branon, Tax Collector        Taxes Owed              $8,838

PPG AF                             Trade Debt              $7,241

Santa Barbara Bank & Trust         Lease on Sander         $6,876

Charter Industries                 Trade Debt              $6,473

Brackin Coatings                   Trade Debt              $5,769

Harrison Rivard Zimmerman          Services Rendered       $4,955

Bob Sears                                                  $4,735

HGH Hardware Supply                Trade Debt              $4,716


FEDERAL-MOGUL: Court OKs Inter-company Equity Interest Transfers
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates were granted
approval by the U.S. Bankruptcy Court for the District of Delaware
for the inter-company transfers of equity interests in Federal-
Mogul Holding Deutschland GmbH and certain Mexican subsidiaries to
Cooperatief Federal-Mogul Dutch Investments U.A., a non-Debtor
subsidiary.

The equity interests are currently held either directly by Debtors
Federal-Mogul Corporation, FM International LLC, and Federal-Mogul
Ignition Company, or indirectly through their non-debtor
affiliates.

The proposed Transfers are part of an international restructuring
that the Debtors intend to consummate before year-end to maximize
the tax-efficiency of their corporate structure going forward.   

The restructuring will ultimately result in many of the Debtors'
foreign subsidiaries being owned through the F-M Dutch HoldCo
structure.  F-M Dutch HoldCo, which was formed in connection with
the Court-authorized French and Italian Recap, is a Dutch holding
company with no current material liabilities and whose only
significant assets are its indirect equity holdings in Federal-
Mogul Holding Italy S.r.L.

The Transfers will result in an estimated annual tax savings
aggregating $28,000,000, and will preserve a larger portion of
post-tax funds that are repatriated through the F-M Dutch HoldCo
structure.

                         German Transfers

F-M Germany is currently a wholly owned subsidiary of Federal-
Mogul Corp., and is the parent of a number or subsidiaries that
constitute about 60% of the Debtors' operations in Europe.

The Debtors proposed to transfer ownership of F-M Germany from
Federal-Mogul Corp., resulting in F-M Dutch HoldCo directly
holding a 90% equity interest in F-M Germany with the remaining
10% held indirectly through a newly formed German partnership.

The German Transfer allows the Debtors to effectuate their
international restructuring and move funds up the corporate
ownership chain to their United States parent companies.

The German Transfer must be completed by the end of 2006 to allow
the Debtors to take advantage of a number of beneficial tax
attributes that are anticipated to result in an aggregate tax
savings of approximately $26,000,000.

                         Mexican Transfers

The Debtors' Mexican operations consist of 10 directly and
indirectly held subsidiaries.  None of the Mexican subsidiaries
are Debtors in the Chapter 11 proceedings.

Servicio de Componente Automotrices, S.A. de C.V., is the
principal holding company for the Mexican businesses.  The current
shareholders of SEDECA are:

   (1) Debtor F-M International with a current interest of 25.52%
       interest in SEDECA,

   (2) Debtor F-M Ignition with a 70.74% interest in SEDECA; and

   (3) non-Debtor Federal-Mogul Canada Ltd., which is wholly
       owned by Federal-Mogul Corp., with a 3.74% interest in
       SEDECA.

SEDECA directly or indirectly holds 100% of all of the SEDECA
Subsidiaries except:

   * Servicios Administrativos Industriales, S.A. de C.V.;

   * Camshafts Castings de Mexico S. de R.L.; and

   * Federal-Mogul S.A. de C.V.

The Debtors proposed to transfer the equity interests of SEDECA
and SAISA to F-M Dutch HoldCo, which will permit the Debtors to
avail themselves of certain tax advantages under Dutch and Mexican
law.

As part of the Mexican Transfer, the shareholders of the Mexican
Subsidiaries will indirectly contribute their ownership interests
in the Mexican Subsidiaries to F-M Dutch HoldCo in exchange for
equity interests in F-M Dutch HoldCo.

The Mexican Transfer is part of the Debtors' overall tax planning
efforts to reduce the tax liability related to their Mexican
operations.  The Debtors estimate that the Mexican Transfers will
result in an ownership structure that will confer a net $2,000,000
annual savings in taxes.

Scotta E. McFarland, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, explained that by easing
the movement of funds in a more tax-efficient structure, the
Transfers will ultimately enable the Debtors to deploy their cash
in the most efficient manner including paying down certain of
their existing inter-company indebtedness, while simultaneously
reducing the amount of cash the Debtors will be required to draw
down for working capital purposes under the proposed exit
financing facility.  In addition, the Transfers will serve to help
preserve any of the Debtors' existing NOLs.

Following the Transfers, the Debtor Shareholders that currently
hold direct equity interests in the Restructuring Entities, will
own equivalent ownership interests in F-M Dutch HoldCo, which will
own the Restructuring Entities.  Thus, the Transfers, which will
not involve the actual movement of any of the Debtors' cash, will
have an economically neutral impact on the Debtors' overall equity
structure.

F-M Dutch HoldCo and its subsidiary holding companies will remain
holding companies with:

     (i) no third-party liabilities;

    (ii) certain permitted inter-company loans; and

   (iii) equity interests in the various Federal-Mogul foreign
         subsidiaries as their only significant assets.

Accordingly, the Transfers should have a minimal impact on the
Debtors' rights to their ultimate equity interests in the
Restructuring Entities and, correspondingly, will not adversely
impact the Debtors' creditors, Ms. McFarland tells the Court.

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


FIRST ACCEPTANCE: A.M. Best Affirms FSR Rating at B (Fair)
----------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) for First Acceptance Insurance Company, Inc. and
separately-rated First Acceptance Insurance Company of Georgia,
Inc., both members of the First Acceptance Insurance Group of
Grand Prairie, Texas.  The rating outlook is stable.

In addition, A.M. Best has assigned issuer credit ratings of "bb"
to the operating insurance subsidiaries of First Acceptance and an
ICR of "b-" to First Acceptance Corporation [NYSE: FAC], the
publicly-traded holding company.  The outlook for these ratings is
stable.

The ratings reflect First Acceptance's above average underwriting
leverage and historical premium growth.  These negative rating
factors are somewhat mitigated by First Acceptance's profitable
business model and conservative investment strategy.

First Acceptance has experienced significant premium growth due to
increased exposures, higher rate levels, assumed business growth
and expansion into new states.  Despite the continued strong
surplus growth as a result of capital contributions and operating
profits, the group maintains an elevated underwriting leverage
position, which has constrained overall risk-adjusted
capitalization.

First Acceptance's market presence has been developed through the
extensive utilization of advertising, which has provided strong
local brand recognition in its territories of operation.  The high
traffic environment generated by the company-owned retail offices
presents it with opportunities to offer additional products and
fee-based services.  In recent years, favorable loss experience
has been attributed to management's commitment to pricing, growth
in its renewal book and more efficient use of technology.

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


FOAMEX INTERNATIONAL: Files Supplements to Second Amended Plan
--------------------------------------------------------------
Under thier Second Amended Plan, Foamex International Inc. and its
debtor-affiliates are authorized to enter into and perform under a
commitment letter with certain holders of equity interests in
Foamex International and to commence a rights offering.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates it is possible that the outcome
of the Rights Offering will result to a change in control, in
which case Foamex International could utilize its net operating
losses, which could yield a significant tax benefit to reorganized
Foamex International and enhance the Debtors' reorganization
value.

To preserve the value and protect against a change against a
change of control after the Effective Date, the Debtors have
determined that it would be advisable to restrict trading of
Foamex International's common stock.  The Trading Restrictions
would be included in the Reorganized Debtors' amended and restated
certificate of incorporation.  The Trading Restrictions will only
be necessary, and thus will only be implemented, under certain
limited circumstances related to the Rights Offering.

Although the Disclosure Statement contemplates the filing of an
amended and restated certificate of incorporation, neither the
Disclosure Statement nor the Plan specifically identify the
possibility of the Trading Restrictions being included in the
restated certificate of incorporation.  

Thus, the Debtors ask the Court to approve a supplemental
disclosure regarding the Trading Restrictions as containing
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.

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

               http://researcharchives.com/t/s?171f

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: Appoints Mark Fields to Lead Ford of the Americas
-------------------------------------------------------------
Ford Motor Company President and CEO Alan Mulally disclosed a
realignment of the company's organization that puts additional
focus on its worldwide markets and customers while better
leveraging the company's global assets and capabilities.

Reporting directly to Mr. Mulally under the new structure are the
company's three automotive business unit leaders:

   * Mark Fields, Ford of the Americas;

   * Lewis Booth, Ford of Europe and the Premier Automotive Group;
     and

   * John Parker, Ford of Asia Pacific and Africa, and Mazda.

In support of the business units, Derrick Kuzak will lead global
product development, and report to Mr. Mulally.  He will also
continue to be responsible for product development for the
Americas.  J. Mays, vice-president of design for the Ford Motor
Company, continues to lead Ford design and will support Mr. Kuzak.

Also now reporting to Mr. Mulally, and similarly focused on using
the company's global assets to better support its automotive
business units, are:

   * Tony Brown, purchasing; Bennie Fowler, quality and advanced
     manufacturing engineering;

   * Nick Smither, information technology; and

   * Richard Parry-Jones, chief technical officer.

Mr. Mulally's other direct reports remain unchanged.

"An integrated, global product development team supporting our
automotive business units will enable us to make the best use of
our global assets and capabilities and accelerate development of
the new vehicles our customers prefer, and do so more
efficiently," Mr. Mulally said.  "This new leadership will enable
us to work together more effectively as one Ford team to
continuously improve the quality, productivity and speed of our
product development process."

                      About Ford Motor Co.

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

                           *     *     *

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

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

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


FOSTER WHEELER: Improved Profile Prompts S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the Clinton, New Jersey-based
engineering and construction company.  The company had about
$217 million of total debt at Sept. 29, 2006.

"The outlook revision reflects greater-than-expected improvement
in the company's financial risk profile resulting from recent debt
reduction initiatives, decreased asbestos liability, and a
refinancing of its credit facility," said Standard & Poor's credit
analyst James Siahaan.

The outlook also reflects the company's healthy business
prospects, as backlogs in its chemicals, refinery, power, and oil
and gas markets have exhibited considerable increases over the
past few years.


GABRIEL TECHNOLOGIES: Williams & Webster Raise Going Concern Doubt
------------------------------------------------------------------
Williams & Webster, PS, in Spokane, Washington, expressed
substantial doubt about Gabriel Technologies Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the fiscal year ended June
30, 2006.  The auditing firm pointed to the company's significant
operating losses and accumulated deficit at June 30, 2006.

Gabriel Technologies reported a $14.5 million net loss on
$1.2 million of revenues for the fiscal year ended June 30, 2006,
compared with a $3.4 million net loss on $921,976 of revenues in
fiscal 2005.

The increase in net loss is attributable to the $5.5 million
increase in operating expenses, primarily the $3.7 million
increase in salaries and wages and the $1.2 million increase in
consulting fees, which more than offset the $320,000 increase in
sales in 2006.   Additionally, the $597,000 increase in financing
expense, a loss from disposal of subsidiary of $637,000, and the
$1.07 million increase in interest expense contributed to the
increase in net loss.

The increase in salary and wage expense can be attributed to
having more employees in the current fiscal year than during the
prior fiscal year, increased rates of pay, and $2.1 million for
employee stock options granted in January 2006.

Consulting fees totaled $1.6 million as compared to $371,000 for
the year ended June 30, 2005.  The increase is primarily due to
the company entering into a consulting services agreement on Oct.
8, 2005.  The consultant and shareholder received 1,500,000 shares
of restricted common stock valued at $1.2 million in exchange for
providing services including, but not limited to identifying and
securing business opportunities, acquisitions and combinations for
the company, investment banking advice, marketing advice,
interfacing with marketers, all at the direction of the company.

The company recognized a loss on derivative transactions of
$637,000.  In addition the company recorded interest expense of
$1.1 million in fiscal year 2006 as compared to $35,261 in fiscal
year 2005.  The company also incurred financing fees of $1 million
in fiscal year 2006 as compared to $440,000 in fiscal year 2005.  
The increases in the interest and financing expense components are
directly related to the costs of raising capital for the company
and an increase in debt financing compared to equity financing in
the prior year.  Such costs include the estimated fair market
value of warrants issued in connection with various debt and
equity financings.

Revenues increased $320,000 in 2006 compared to 2005, with the
bulk of the increase, or $194,500, coming from the consumer/other
segment, and the balance from the trucking and intermodal/railroad
segments.

The increase in consumer/other segment revenues is due to the
company's development of retail packaging and expanding
distribution channels through national retail chains.

Consolidated gross profit decreased to 28.4% for the year ended
June 30, 2006, from 37.8% for the year ended June 30, 2005.  This
decrease in gross profit trend is attributed to the increase in
sales made to customers who were given a discount for volume sales
for the year ended June 30, 2006.

At June 30, 2006, the company's balance sheet showed $19.2 million
in total assets, $6.6 million in total liabilities, and $12.6
million in total stockholders' equity.  Additionally, accumulated
deficit stood at $19.4 million at June 30, 2006, compared with
$4.8 million at June 30, 2005.

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

At June 30, 2006 and 2005, our cash and cash equivalents totaled
$155,423 and $96,257, respectively.

Net cash used in operating activities was $5.2 million in fiscal
2006, compared to $3.6 million in fiscal 2005, primarily due to
the increase in net loss.  

Net cash used in investing activities in fiscal 2006 was $869,000
compared to $2.1 million in fiscal 2005.  Net cash used in
investing activities for the 2006 period was the result of the
acquisition of equipment of $262,000, patent costs of $18,800 and
software of $588,000.  

Net cash provided by financing activities was $6.1 million in
fiscal 2006 compared to $4.7 million in fiscal 2005.  Net cash
provided by financing activities in fiscal 2006 was the result of
proceeds from the company's line of credit of $752,000, the
issuance of common stock and other equity transactions amounting
to $2.5 million, and proceeds from notes payable of $3.5 million,
offset by repayments of notes payable and a related party note
payable, net, of $636,000.  

                     About Gabriel Technologies

Based in Omaha, Nebraska, Gabriel Technologies Corporation (OTC:
GWLK) -- http://www.gabrieltechnologies.com/-- sells locking  
systems for truck trailers, railcars, and intermodal shipping
containers under the WAR-LOK brand name.  Its products are
manufactured by contractors and distributed from Gabriel's
assembly center.  Gabriel also offers Trace Location Services, an
asset-tracking system for vehicle fleet operators that is based on
the Global Positioning System (GPS).  The trucking industry
accounts for more than 85% of the company's sales.  Gabriel added
biometric technology to its product mix in 2006 by acquiring a
majority stake in Resilent, an Omaha, Nebraska-based company that
does business as Digital Defense Group.

Gabriel Technologies Corporation is the holding company for two
wholly-owned subsidiaries and one majority owned subsidiary.  The
company was originally incorporated in 1990 as Princeton Video
Image, Inc., a Delaware corporation.  In 2004, Princeton Video
Image, Inc. filed for chapter 11 bankruptcy and emerged as a
reorganized company on June 10, 2004.  On July 23, 2004, the
company changed its name to Gabriel Technologies Corporation.  On
July 29, 2004, the company entered into a share exchange with
Gabriel Technologies, LLC, a Nebraska limited liability company,
which became the company's wholly-owned subsidiary.  The company
also organized Trace Technologies, LLC, a Nevada limited liability
company which became wholly-owned on Nov. 19, 2004.


GE CAPITAL: Fitch Holds Rating on $9.9-Mil. Class J Certs. at BB+
-----------------------------------------------------------------
Fitch Ratings upgrades and removes from Rating Watch Positive GE
Capital's commercial mortgage pass-through certificates, series
2001-1:

   -- $15.5 million class D to 'AAA' from 'AA+';
   -- $15.5 million class E to 'AAA' from 'AA';
   -- $15.5 million class F to 'AA+' from 'A+';
   -- $14.1 million class G to 'AA-' from 'A-';
   -- $25.4 million class H to 'BBB+' from 'BBB'; and,
   -- $18.3 million class I to 'BBB-' from 'BB+'.


In addition, Fitch affirms these ratings:

   -- $64.6 million class A-1 at 'AAA';
   -- $703 million class A-2 at 'AAA';
   -- Interest-only classes at 'AAA'.
   -- $45.2 million class B at 'AAA';
   -- $49.4 million class C at 'AAA'; and,
   -- $9.9 million class J at 'BB+'.

Fitch does not rate classes K, L, M or N.

The upgrades reflect the increased credit enhancement levels as a
result of amortization, paydown and additional defeasance of
thirteen loans since Fitch's rating action in March 2006.  As of
the November 2006 distribution date, the pool's aggregate
certificate balance has decreased 10.2% to $1.01 billion from
$1.13 billion at issuance.  In total, 28 loans, 21.1% of the pool,
have defeased.

There are currently two assets in special servicing.  The largest
is secured by a 352 unit multifamily property located in Fort
Worth, Texas and is 90 days delinquent.  The borrower filed
bankruptcy in July 2006.  A discounted payoff was approved by the
bankruptcy court and must be completed within the approved
timeframe.  Based on recent appraisal valuations, losses are
possible upon the disposition of this asset.

The second largest asset is an office property located in
Piscataway, New Jersey and is currently real-estate owned.  The
property remains 100% vacant and the special servicer continues to
market the property for lease and sale.  Recent appraisal
valuations indicate losses are likely upon the disposition of this
asset.

Fitch reviewed the credit assessment of 59 Maiden Lane, which
maintains its investment grade credit assessment.  The loan is
secured by a 1,000,000 square foot office property located in
Manhattan's financial district.  As of June 30, 2006, the property
was 97% occupied.  The stressed debt service coverage ratio for YE
2005 was 3.74x compared to 2.47x at issuance.


GENERAL AGENTS: A.M. Best Says Financial Strength is Fair
---------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) for General Agents Insurance Company of America, Inc. and
MGA Insurance Company, Inc., both members of the General Agents
Group of Dallas, Texas.  The rating outlook is stable.

In addition, A.M. Best has affirmed the issuer credit ratings of
"bb" of the operating insurance subsidiaries of General Agents and
the ICR of "b-" of GAINSCO, INC. of Dallas, Texas [AMEX: GAN], the
publicly-traded holding company.  The outlook for these ratings is
stable.

The ratings reflect General Agents' marginal, although improving,
operating performance and elevated underwriting leverage, which
has resulted from its strategic business development in the
nonstandard personal automobile business.

These negative factors are partially offset by General Agents'
recent growth in surplus following the completion of a rights
offering by the parent company, GAINSCO, INC.  in November 2006
and the profitable results emanating from its nonstandard personal
auto book of business.

General Agents Group provides minimum limit nonstandard private
passenger automobile insurance primarily in Florida, which
comprises approximately 60% of its direct premium written; the
remaining 40% is written in Texas, Arizona, California, Nevada and
South Carolina.

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


GENERAL MOTORS: Expects $1 Million of Truck Sales in 2007
---------------------------------------------------------
General Motors Corp. anticipates selling more than $1 million
pickup trucks in the North America market next year, Reuter
reports.

According to the source, analysts predict that unstable gasoline
prices and slow housing would strike pickup sales in 2007.  In
addition, GM's competitors Ford Motor Co. and DaimlerChrysler AG's
Chrysler Group, are offering heavy discounting and big incentives
on their older models.

GM product chief Bob Lutz told Reuters that the level of pickups
discounting is new territory and said that incentives of $7,000 to
$8,000 per vehicle are not sustainable.   Mr. Lutz remains
confident that GM will able to sell its vehicles at a very good
profit.

Reuters discloses that GM launched the Chevrolet Silverado and the
GMC Sierra in November.  Mr. Lutz expects the two models, which
boast industry-leading fuel saving features, to sell at a good
price for a few months.  The company offered cash rebates of
$4,000 on its 2006 Silverados and Sierras.

Reuters relates that the company plans to recover from a $10.6
billion loss in 2005 by job layoffs and plants shutdown.  
Improving new products and pickup trucks sales are another step at
recovery, Reuter adds.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the      
world's largest automaker and has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 327,000
people around the world.  It has manufacturing operations in
33 countries and its vehicles are sold in 200 countries.  GM sells
cars and trucks under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed US$1.5 billion senior
term loan facility, expiring 2013, with a recovery rating of '1'.  
The 'B+' rating was placed on Creditwatch with negative
implications, consistent with the other issue ratings of General
Motors, excluding recovery ratings.

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


GENERAL MOTORS: S&P Holds Corporate Credit Rating at B
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.

The outlook is negative.

GM's automotive balance sheet debt outstanding totaled
$32.8 billion at Sept. 30, 2006.

The affirmation reflects Standard & Poor's view that the
comprehensive costs of a consensual, rather than court-imposed,
resolution of GM's operational and financial exposure to bankrupt
former unit Delphi Corp. is well within the scope of GM's
liquidity, particularly in light of its recent sale of a 51% stake
in GMAC LLC.

Still, progress toward a resolution concerning Delphi remains
lengthy and complex, involving negotiations among many disparate
parties, and no specific outcome is assured.

Standard & Poor's affirmation does not incorporate the
consequences of an outright collapse in talks or a Delphi strike
because Standard & Poor's currently thinks these scenarios are
unlikely.

If GM were to experience severe Delphi-related operational
disruptions, or if GM's payments to resolve Delphi's restructuring
were much greater than the rating agency expects, Standard &
Poor's would likely review the ratings on GM.

Because of the GMAC sale, Standard & Poor's expects GM to end 2006
with a cash and short-term VEBA balance in excess of the level at
Sept. 30, 2006, about $20.4 billion, even after a substantial
fourth-quarter cash burn that resulted in part from lower North
American production.  For the first nine months of 2006, GM's
automotive operating cash flow was a negative $4.2 billion versus
a negative $7.1 billion in the comparable period in 2005.  Fourth-
quarter 2006 automotive cash flow will be worse than last year's
slightly positive results in the same quarter because of a 13%
decline in production from 2005.

GM still faces daunting near-term and long-term competitive and
structural challenges in its North American automotive operations.

"We are still concerned about GM's ability to generate adequate
profitability and cash flow in this key region for the foreseeable
future," said Standard & Poor's credit analyst Robert Schulz,
"even if cash use in North America is declining from last year's
levels."

Although the company has demonstrated progress in reducing its
cost base and remains in a solid part of its product launch cycle,
Standard & Poor's still considers prospects for a sustainable
recovery to be fragile and vulnerable to a host of challenges in
2007, including consumer demand and preferences, raw material
costs, and the outcome of the fall 2007 labor negotiations.  It
would not take a very sharp downturn in the North American market
or particularly significant underperformance to reverse any
progress the company has made in reducing its cash burn.

GM's ratings reflect primarily the lack of intermediate-term
visibility for the company's North American automotive operations,
given the magnitude of recent losses, negative cash flow
generation, and the need to continue implementing its massive
cost-cutting program.  GM has been hampered by persistent market
share erosion and adverse product mix trends in the U.S., most
notably a precipitous weakening of sales of midsize and large
SUVs--products that had been highly disproportionate contributors
to GM's earnings.  GM is undertaking yet another significant round
of cost reductions to address these challenges, but sustainable
improvements in North America will also require success with
product acceptance and pricing, in addition to cost reductions.   
Some, but not all, new products launched in 2006 are selling well.  
Consumer acceptance of GM's new full-size pickup truck product
line and other launches will remain crucial determinants of
results into 2007.

GM has significantly improved its pension funding position in
recent years, but the unfunded retiree medical liability remains
onerous, even after significant negotiated reductions.  The
liability totaled approximately $64 billion at year-end 2005,
excluding from offsetting plan assets readily available assets of
the VEBA trust.  This deficit will decline after GM reduces the
liability by $19.9 billion as a result of benefit reductions for
hourly and salaried employees, the effect of employee buyouts, and
a higher discount rate.  These factors will be partly offset by $4
billion in VEBA withdrawals made during 2006.

The rating outlook on GM is negative.

Prospects for GM's automotive operations remain clouded.  The
ratings could be lowered further if Standard & Poor's came to
expect that GM's substantial cash outflow would fail to continue
to moderate due to setbacks, whether GM-specific or stemming from
market conditions.  GM would need to reverse its current financial
and operational trends, and sustain such a reversal, before the
rating agency would revise its outlook to stable.


GFA HOLDINGS: Boulder Buyout Proposal Cues Moody's Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Smart Balance, Inc., as well as a B2 rating for senior secured
first lien bank facilities, and a Caa2 rating for senior secured
second lien bank facilities to GFA Holdings, Inc. under a full and
unconditional guarantee of Smart Balance, Inc.

The outlook on all ratings is stable.

This represents a first time rating for this issuer.

These ratings are being assigned in connection with the planned
acquisition of GFA by Boulder Specialty Brands, Inc. for
approximately $465 million in cash.

Subsequent to the transaction, Boulder will rename itself Smart
Balance, Inc.  These ratings are contingent upon Moody's receipt
and review of final documentation for the planned transaction.  
GFA is a marketer of margarine and several other packaged food
products sold within the functional food category under the Smart
Balance and Earth Balance brands.

Ratings assigned with a stable outlook:

   * GFA Holdings, Inc.

      -- $20 million 6-year senior secured 1st lien revolving
         credit at B2, LGD3, 36%;

      -- $120 million 7-year senior secured 1st lien term loan at
         B2, LGD3, 36%; and

      -- $40 million 7.5-year senior secured 2nd lien term loan
         at Caa2, LGD5, 86%.

Smart Balance, Inc.:

      -- Corporate family rating at B3; and
      -- Probability of default rating at B3.

Moody's views GFA as a small, niche marketer of margarine and
select other functional food items for the US market.

GFA operates within the highly-competitive packaged food industry,
with revenues highly concentrated on margarine.  Yet despite its
size and concentration, GFA has established solid market shares
and strong operating margins in the key categories within which it
competes.  The fact that it outsources all manufacturing to third-
party producers presents both benefits as well as risks.  GFA
faces higher-than-average execution risk as it transitions from a
small entrepreneurial firm to a larger, publicly-traded entity.  
And after its acquisition by Boulder, GFA will be very highly
leveraged with limited financial flexibility.

"While a relatively small company, GFA has created a solid market
position and generated attractive operating margins for its
products" stated Moody's Peter Abdill, Senior Vice President.

"However these strengths are largely offset by the significant
amount of debt being placed on this company as part of the
acquisition by Boulder" Mr. Abdill said.

The $20 million revolving credit and $120 million term loan will
each receive a first priority pledge of substantially all assets
and capital stock of the borrower and the guarantors as well as a
pledge of 66% of the stock of foreign subsidiaries.  

The $40 million 7.5-year term loan will receive a second-lien on
the same collateral as the first lien facilities.  Each of the
three facilities will receive downstream guarantees from Boulder,
as well as upstream guarantees from each wholly-owned domestic
subsidiary.

Moody's includes $138.5 million in series-A preferred stock being
issued by Boulder as part of the transaction in GFA's overall
capital structure, and views it as 75% debt, for analytic
purposes.  The preferred stock will be a perpetual security which
may be converted into common equity by either the holder or
Boulder under certain circumstances.  The security pays an 8% PIK
dividend.  And yet while legally perpetual, the security contains
a provision whereby the dividend rate steps up after year five by
.25% per quarter to a maximum of 11%, and if dividends are not
paid in cash after year seven, the PIK rate increases to 15%. This
creates -- in Moody's view -- an effective economic maturity, is
likely to induce the company to redeem or refinance this
preferred, and thus significantly weakens its equity
characteristics.

The stable outlook on GFAs ratings reflects Moody's view that the
current rating adequately captures the risk presented by the
company's high leverage, its limited financial flexibility, and
the challenges it will fact as it transitions to a publicly-
traded, high growth, highly-leveraged company.

Specifically, the stable outlook anticipates that GFA will reduce
and then maintain Debt/EBITDA to within a 6 -- 8x range, and
increase and maintain EBIT/Interest to a 1 -- 1.5x range.

Downward rating pressure could build if the company's operating
performance falters, its liquidity materially deteriorates, its
financial flexibility becomes constrained, or it is unable to
materially reduce leverage from existing high levels.

Specifically, GFA's ratings could be downgraded if it is unable to
reduce Debt/EBITDA to below 8x by Dec. 31, 2007 or is unable to
sustain EBIT/interest to above 1x by Dec. 31, 2007.  Over time
upward rating pressure could build if GFA is successful in growing
its size, scale, and diversity, and is able to significantly
reduce financial leverage.  This would include reducing
Debt/EBITDA to below 6x, and increasing EBIT/Interest to above
1.5x.

With pro forma revenues of $164 million, GFA is a developer and
marketer of margarine and select other products within the
healthy/functional foods category.


GRANITE BROADCASTING: Seeks Access to Lender's Cash Collateral
--------------------------------------------------------------
Granite Broadcasting Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
authority to use the cash collateral securing repayments of its
obligations to Bank of New York.

Prior to Dec. 11, 2006, Granite Broadcasting Corp., KBWB, Inc.,
WXON, Inc., and WEEK-TV License, Inc., were parties to two secured
financing arrangements:

   (1) a senior note indenture among Granite, certain
       of its subsidiaries, and The Bank of New York, dated
       Dec. 22, 2003, under which 9.75% Debentures in the
       aggregate principal amount of $405,000,000 are due on
       Dec. 1, 2010; and

   (2) a credit and guaranty agreement with various financial
       institutions, Bank of New York, and Silver Point Finance,
       LLC, which provides for a $40,000,000 Tranche A term loan
       and a $30,000,000 convertible Tranche B term loan.

As of Debtors' bankruptcy filing, they owe:

    -- not less than $405,000,000, plus accrued and unpaid
       interest of at least $20,899,582, plus fees, costs, and
       expenses incurred under the Senior Notes Indenture; and

    -- not less than $70,000,000 plus accrued and unpaid interest
       of at least $273,287, plus fees, costs, and expenses
       incurred under the Senior Credit Agreement.

Bank of New York is the indenture trustee of the Existing Senior
Notes and is the collateral agent for the existing senior lenders
under the Existing Senior Credit Agreement.

Silver Point is the administrative agent for the Existing Senior
Lenders.

                        Cash Collateral

The Debtors granted first priority liens and security interests
in favor of Bank of New York, as the Existing Senior Noteholder
Trustee and as the Existing Senior Collateral Agent, on a
prepetition collateral.

With the exception of the Binghamton assets, the Existing Senior
Lender liens are pari passu with the Existing Senior Noteholder
liens.

The Debtors require the use of the cash collateral pledged to
secure repayment of their debt obligations to make payroll and to
satisfy other working capital and operational needs.  

Pursuant to Section 363(c)(2) of the Bankruptcy Code, a
debtor-in-possession may not use cash collateral without the
consent of the secured party or court approval.

Hence, the Debtors seek the Court's authority to use all Cash
Collateral existing on or after the Petition Date that may be
subject to liens in favor of the Existing Senior Lenders and the
Existing Senior Noteholders.

                      Monthly Cash Budget

The Debtors will limit their use of Cash Collateral to amounts
specified in a Monthly Budget commencing with the calendar month
ending Dec. 31, 2006.  A copy of that Budget is available at
no charge at http://ResearchArchives.com/t/s?1707

The existing senior agents and the existing senior lenders
consent to the Debtors' use of Cash Collateral and the priming of
their liens, subject to the adequate protection liens and
payments.  

                      Adequate Protection

The Debtors propose to grant Bank of New York replacement liens
that will be, and remain subject and subordinate to:

   (i) postpetition liens and payment of any Debtor-in-Possession
       obligations on its account;

  (ii) permitted priority liens; and

(iii) during the occurrence and continuance of an event of
       default payment of the carve-out.

The Existing Senior Replacement Liens granted to the Existing
Senior Collateral Agent are pari passu with the Existing Senior
Replacement Liens granted to the Existing Senior Noteholder
Trustee, except that with respect to the Binghamton collateral,
the priority of the Existing Senior Replacement Liens among the
Existing Senior Collateral Agent and the Existing Senior
Noteholder Trustee will be determined in accordance with the
existing senior debt documents.

Furthermore, the Debtors propose to grant the Existing Senior
Agents, the Existing Senior Lenders, the Existing Senior
Noteholder Trustee and the Existing Senior Noteholders:

     * valid, perfected second priority postpetition security
       interests in and liens on all of the Collateral, to secure
       an amount equal to the aggregate diminution in the value
       or amount of their respective interests in the Prepetition
       Collateral;

     * an allowed super-priority administrative expense claim, as
       provided for in Section 507(b), subject only to the
       payment of the Debtors' DIP Financing obligations, and (b)
       during the occurrence and continuance of an Event of
       Default, payment of the Carve-Out;

     * immediate cash payment of all accrued and unpaid fees,
       costs and expenses, including reasonable fees and expenses
       4of the Existing Senior Agents' and the Existing Senior
       Noteholder Trustee's counsel;

     * interest on the Existing Senior Loan Indebtedness or other
       unpaid amounts to accrue at a default rate set forth in
       the Existing Senior Credit Agreement if the aggregate
       value of the Prepetition Collateral provided for the
       Existing Senior Lenders exceeds the aggregate value of the
       Existing Senior Loan Indebtedness; and

     * interest on the Existing Senior Notes Indebtedness or
       other unpaid amounts to accrue at the default rate set
       forth in the Existing Senior Notes Indenture, and
       prepayment premiums owing under the Existing Senior Notes
       Indenture, to the extent the aggregate value of the
       Prepetition Collateral provided to the Existing Senior
       Noteholders exceeds the aggregate value of the Existing
       Senior Notes Indebtedness.

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides  
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

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


GRANITE BROADCASTING: Wants Trumbull Group as Noticing Agent
------------------------------------------------------------
Granite Broadcasting Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to employ The Trumbull Group, LLC, doing business as
Wells Fargo Trumbull, as claims and noticing, and voting and
tabulation agent in their Chapter 11 cases.

The Debtors believe that employing Trumbull is in the best
interests of their estates and all parties-in-interest.  

Lawrence I. Wills, the Debtors' chief financial officer, relates
that Trumbull is a nationally recognized specialist in Chapter 11
administration and has significant experience in performing
noticing and claims administration services in other large
Chapter 11 cases in this and other districts.

Trumbull will:

    a. prepare and serve required notices in the Debtors' Chapter
       11 cases, including:

          i. a notice of commencement of the Debtors' Chapter 11
             cases and the initial meeting of creditors under
             Section 341(a) of the Bankruptcy Code;

         ii. a notice of the claims bar date;

        iii. notices of objections to claims;

         iv. notices of any hearings on a disclosure statement
             and confirmation of a plan or plans of
             reorganization; and

          v. other miscellaneous notices as the Debtors or Court
             may deem necessary or appropriate for an orderly
             administration of the Debtors' chapter 11 cases.

    b. within five business days after the service of a
       particular notice, file with the Clerk's Office a
       certificate or affidavit of service that includes:

         (i) a copy of the notice served,

        (ii) an alphabetical list of persons on whom the notice
             was served, along with their addresses, and

       (iii) the date and manner of service;

    c. maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

    d. maintain official claims registers in this case by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the these information for
       each claim or interest asserted:

          i. the name and address of the claimant or interest
             holder and any agent thereof, if the proof of claim
             or proof of interest was filed by an agent;

         ii. the date the proof of claim or proof of interest was
             received by Trumbull or the Court;

        iii. the claim number assigned to the proof of claim or
             proof of interest; and

         iv. the asserted amount and classification of the claim.

    e. implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

    f. transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

    g. maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       the list available upon request to the Clerk's Office or
       any party-in-interest;

    h. provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in this        
       case without charge during regular business hours;

    i. record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of the transfers as required by Rule 3001(e), if
       directed to do so by the Court;

    j. comply with applicable federal, state, municipal, and
       local statues, ordinances, rules, regulations, orders, and
       other requirements;

    k. provide temporary employees and contractors as necessary
       to process claims, prepare schedules and statements of
       financial affairs, and other duties as the Debtors may
       request from time to time;

    l. promptly comply with further conditions and requirements
       as the Clerk's Office or the Court may at any time
       prescribe;

    m. provide voting solicitation and tabulation services in
       conjunction with the Debtors' Plan of Reorganization; and

    n. provide other claims processing and noticing relating
       administrative services as may be requested from time to
       time by the Debtors.

The Debtors will pay to Trumbull the costs with respect to
providing the Bankruptcy Processing Services pursuant to the fee
schedule provided in the parties' engagement agreement.  
A copy of the fee schedule is available for free at:

             http://ResearchArchives.com/t/s?1702

The hourly rates of Trumbull's employees are:

          Professional                   Hourly Rates
          ------------                   ------------
          Administrative Support             $55
          Data Specialist                  $65-$80
          Case Manager                     $85-$135
          Automation Consultant           $140-$175
          Operations Manager              $110-$185
          Consultant                      $225-$295

Ronda K. Collum, vice president and senior consultant of Trumbull
Group, assures the Court that the firm (i) has no connection with
the Debtors, their creditors, or other parties-in-interest, and
(ii) does not hold or represent an interest adverse to the
Debtors' estates that would impair Trumbull's ability to perform
the services for the Debtors objectively, in accordance with
Section 327 of the Bankruptcy Code.

Ms. Collum can be reached at:

     Ronda K. Collum
     The Trumbull Group
     4 Griffin Road North
     Windsor, CT 06095
     Tel: (860) 687-5401
     Fax: (860) 683-8697
     http://www.trumbullgroup.com/

Headquartered in New York, Granite Broadcasting Corp.
-- http://www.granitetv.com/-- owns and operates, or provides  
programming, sales and other services to 23 channels in 11
markets: San Francisco, California; Detroit, Michigan; Buffalo,
New York; Fresno, California; Syracuse, New York; Fort Wayne,
Indiana; Peoria, Illinois; Duluth, Minnesota-Superior, Wisconsin;
Binghamton, New York; Utica, New York and Elmira, New York.  The
company's channel group includes affiliates of NBC, CBS, ABC, CW
and My Network TV, and reaches approximately 6% of all U.S.
television households.

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


GREATWIDE LOGISTICS: Moody's Places B3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Greatwide Logistics
Services, Inc.:

   -- Corporate Family Rating of B3; and,
   -- First Lien Senior Secured of B1.

The outlook is stable.

Greatwide is the successor of Transport Industries Holdings, L.P.
presently rated with a B2 Corporate Family Rating.

The assignment of the B3 Corporate Family Rating to the proposed
new capital structure of Greatwide reflects, when compared to the
current capital structure, an increase in debt without a
proportionate increase in expected cash flow, and the resultant
weakening of leverage and coverage metrics tempered by a
significant increase in equity.

In addition, Moody's believes Greatwide will continue its debt-
financed acquisitive growth strategy, which will limit meaningful
improvements in leverage and coverage over the intermediate term.

The ratings also reflect the low EBIT margin nature of the
company's operations, customer concentration and the risks
associated with the truck transportation sector's cyclicality and
low margins which offset the higher margin and more stable
dedicated transportation segment.

Long-tenured relationships with large grocery and consumer
products company customers in the dedicated, closed-loop
transportation segment support the rating.  Customer concentration
presents a modest risk to the company's cash flow.  The roughly
ten percent margins in the dedicated transportation segment offset
lower and more volatile margins in the company's other business
segments.

Overall, Moody's expects modestly positive free cash flow
generation but notes that the larger debt burden has increased
fixed charges in a potentially volatile industry segment.  This
risk is somewhat balanced by the no-asset and asset-light business
models, which provide a highly variable operating cost structure.

Moody's also recognizes the substantial contribution by the new
owners of cash equity; however, neither higher earnings nor
additional tangible assets accompany the higher debt balances,
resulting in the migration of the credit profile and the corporate
family rating.

Debt to EBITDA and EBIT to Interest at Dec. 31, 2006, are expected
at about 6.9x and 0.8x, respectively; levels consistent with the
B3 rating category.  These compare to 5.8x and 1.3x, respectively,
at the prior year-end.  Under new ownership, unsecured bank debt
replaces preferred stock at the holding company level.  

Although interest on the holding company debt, which does not have
upstream guarantees, is pay-in-kind for the first five years,
Moody's includes this issue in its measurement of credit metrics
as Greatwide is likely the sole provider of funds for servicing
this obligation and notes that debt service becomes payable in
cash prior to the maturity of the rated facilities.

Formerly, Moody's excluded from its measurement of credit metrics,
the debt equivalent of the mandatorily-redeemable preferred stock
of Transport Industries Holdings, Inc. due to the optional
maturity of this instrument.  For comparison, Moody's assesses
EBIT to cash interest as approximately 1.1x on a pro forma basis.

The stable outlook reflects Moody's view that the potential
increase in debt incurred to fund additional acquisitions and the
accrual of the unsecured holding company loan obligation should
offset reductions in debt resulting from the required application
of Excess Cash Flow, resulting in no meaningful migration in the
company's credit profile over the intermediate term.  The highly-
variable cost structure, the stability of the dedicated
transportation segment and good liquidity should provide
flexibility in a weaker truck transportation cycle and support the
stable outlook.

The ratings could be upgraded if Greatwide was to sustain Debt to
EBITDA below 5.7x or EBIT to Total Interest above 1.3x,
particularly while increasing debt or during a pro-longed trough
in the truck transportation sector.

The ratings could be downgraded if Greatwide's operating
performance weakens materially, resulting in EBIT to Total
Interest declining to 0.6x or below or Debt to EBITDA being
sustained above 8.0x.  One or more acquisitions resulting in
meaningfully higher debt levels or the loss of Wal-Mart's
dedicated transportation business could place downward pressure on
the ratings.

The notching up of the first lien senior secured credit facility
has widened to two notches, and results from the introduction of a
significant amount of junior ranking debt obligations in the
capital structure.  The addition of debt obligations other than
first lien bank debt to the capital structure caused Moody's to
change the estimated mean family Loss Given Default rate to 50%,
from 65% when modeling LGD, and resulted in the Probability of
Default rating being maintained at B3.

Moody's will withdraw all ratings of Transport Industries, L.P.
upon the repayment of the rated debt obligations of Transport,
which the planned sale to the new owners contemplates.  The
ratings assignment of Greatwide also assumes that the terms,
covenants and conditions of the final credit agreements and inter-
creditor agreement do not differ materially from those outlined in
the company's December 2006 information memorandum.
Ratings Assigned:

   * Issuer: Greatwide Logistics Services, Inc.

      -- Corporate Family, B3;
      -- Probability of Default, B3;
      -- First Lien Senior Secured, B1, LGD2, 28%; and
      -- Second Lien Senior Secured, Caa1, LGD5, 74%.
      
Outlook is Stable.

Greatwide Logistics Services, Inc., headquartered in Irving,
Texas, is one of the leading non-asset based North American
logistics providers of single-source, dedicated "closed loop"
transportation services to the grocery and consumer products
sectors.  The company also provides non-asset-based truckload
management, truck brokerage and warehouse and distribution
logistics services.  Greatwide is a wholly-owned subsidiary of
GWLS Holdings, Inc and is the owner of the operating assets of the
company.


GREENPARK GROUP: Unsec. Creditors to Get Full Payment Under Plan
----------------------------------------------------------------
Greenpark Group LLC and its debtor-affiliate, California/Nevada
Development LLC, filed with the U.S. Bankruptcy Court for the
Central District of California an Amended Disclosure Statement
explaining their Amended Chapter 11 Plan of Reorganization.

                      Overview of the Plan

The Debtors disclose that the Plan provides for the liquidation of
the Debtors' assets for payments to valid creditors and to the
extent possible, equity owners.

GreenPark tells the Court that it owns GreenPark Runkle Canyon,
LLC.  Runkle Canyon expects to close the sale of real property to
KB Homes.  In connection with this sale, the GreenPark expect to
receive an amount in excess of $31 million, specifically:

    -- $18,000,000 of notes in connection with the Phase III
       sale; and

    -- $13,765,000 in connection with the Phase IV sale.

GreenPark further says that in order for California/Nevada
Development to make distributions under the Plan, it will
contribute $25,000 to California/Nevada Development.
                           
                       Treatment of Claims

Under the Amended Plan, administrative claims will be paid in
full.

Holders of Unsecured Claims against GreenPark, totaling
$17,890,833, will also be paid in full on the effective date.

Holders of Unsecured Claims against California/Nevada, totaling
$971,311, will receive a pro rata share of the $25,000 contributed
by GreenPark.

GreenPark's interest holders will receive payment after all other
claims are satisfied.

Randy Wheeler, GreenPark's Senior Vice president and secretary,
and Peter Kiesecker, a creditor of GreenPark, who are also
interest holders of GreenPark, will receive all distributions that
they are entitled from the proceeds of the Phase IV sale.

California/Nevada's interest holders will not receive anything
under the Amended Plan.

                    About GreenPark Group

Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' bankruptcy
proceedings.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


GREENPARK GROUP: Disclosure Statement Hearing Set for December 19
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will consider the adequacy of the Amended Disclosure Statement
explaining Greenpark Group LLC and its debtor-affiliate,
California/Nevada Development LLC's Amended Chapter 11 Plan of
Reorganization, at a hearing on Dec. 19, 2006, 10:30 a.m., at
Courtroom 5D, 411 West Fourth Street in Santa Ana, California.

Greenpark Group LLC and its debtor-affiliate, California/Nevada
Development LLC, filed with the U.S. Bankruptcy Court for the
Central District of California an Amended Disclosure Statement
explaining their Amended Chapter 11 Plan of Reorganization.

Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  No Official Committee of
Unsecured Creditors has been appointed in the Debtors' bankruptcy
proceedings.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million and
$50 million.


GS MORTGAGE: Moody's Holds Low-B Ratings on $23.4-Mil. of Debts
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 16 classes of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2004-C1:

   -- Class A-1, $398,630,890, Fixed, affirmed at Aaa;
   -- Class A-2, $190,490,000, Fixed, affirmed at Aaa;
   -- Class A-1A, $165,454,676,Fixed, affirmed at Aaa;
   -- Class X, Notional,   affirmed at Aaa;
   -- Class X-2, Notional, affirmed at Aaa;
   -- Class B, $20,076,000, Fixed, upgraded to Aa1 from Aa2;
   -- Class C, $7,808,000,  Fixed, upgraded to Aa2 from Aa3;
   -- Class D, $16,730,000, Fixed, affirmed at A2;
   -- Class E, $12,268,000, Fixed, affirmed at A3;
   -- Class F, $13,384,000, Fixed, affirmed at Baa1;
   -- Class G, $7,808,000, Fixed, affirmed at Baa2;
   -- Class H, $7,807,000, WAC,   affirmed at Baa3;
   -- Class J, $5,577,000, Fixed, affirmed at Ba1;
   -- Class K, $3,346,000, Fixed, affirmed at Ba2;
   -- Class L, $3,346,000, Fixed, affirmed at Ba3;
   -- Class M, $4,461,000, Fixed, affirmed at B1;
   -- Class N, $3,346,000, Fixed, affirmed at B2; and,
   -- Class O, $3,346,000, Fixed, affirmed at B3.
   
As of the Dec. 11, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.7%
to $877.2 million from $892.3 million at securitization.  The
Certificates are collateralized by 66 mortgage loans ranging in
size from less than 1.0% to 6.1% of the pool, with the top 10
loans representing 44.5% of the pool.  The pool includes three
shadow rated investment grade loans comprising 14.0% of the pool.
Four loans, representing 11.3% of the pool balance, have defeased
and are collateralized by U.S. Government securities.

One loan has been liquidated from the trust resulting in a minimal
realized loss. Currently there are no loans in special servicing.  
Thirteen loans, representing 16.2% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2005 and partial year 2006
operating results for approximately 94.0% and 70.0%, respectively,
of the pool.  Moody's loan to value ratio for the conduit
component is 91.0%, compared to 90.2% at securitization.

Moody's is upgrading Classes B and C due to defeasance and stable
overall pool performance.

The largest shadow rated loan is the Water Tower Place Loan, which
is a pari passu interest in a $179.1 million first mortgage loan.  
The loan is secured by the leasehold interest in an 821,700 square
foot vertical mall and office complex located on North Michigan
Avenue in downtown Chicago.  The retail component is anchored by
Macy's and Lord & Taylor.  The property is 95% occupied, compared
to 96.1% at securitization.

Moody's current shadow rating is A3, the same as at
securitization.

The second shadow rated loan is the DDR Portfolio Loan, which is
secured by 10 retail properties located in eight states.  The
portfolio totals 2.9 million square feet and has good tenant
diversity.  The largest tenant is Wal-Mart which occupies
approximately 5% of the portfolio's GLA.  The portfolio is 92%
occupied, the same as at securitization.  Moody's current shadow
rating is A2, the same as at securitization.

The third shadow rated loan is the Inland Crossed Properties Loan,
which consists of three cross-collateralized loans secured by
three shopping centers totaling 301,000 square feet.  The
properties are located in North Carolina, Georgia and
Pennsylvania.  The portfolio is 95.0% occupied, compared to 99.7%
at securitization.  The majority of the decline in occupancy is
attributable to the largest property, Meadowmont Village Shopping
Center, which is located in Chapel Hill, North Carolina and
represents 57% of the allocated loan amount.

Moody's current shadow rating is Baa3, the same as at
securitization.

The top three non-defeased conduit loans represent 15.3% of the
outstanding pool balance.  The largest conduit loan is the One
Briarlake Plaza Loan, which is secured by a 502,000 square foot
Class A office building located in the Westchase submarket of
Houston, Texas.  The largest tenant is Gallagher Healthcare.  The
property is 87.1% occupied, compared to 92.4% at securitization.

Moody's LTV is 86%, the same as at securitization.

The second largest conduit loan is the 277 Park Avenue Loan, which
is a pari passu interest in a $298.0 million first mortgage loan.  
The loan is secured by a 1.2 million square foot office building
located in the Grand Central District office submarket of New York
City.  The property is 95% occupied, compared to 100% at
securitization.  The largest tenants are Credit Suisse Asset
Management, and J. Walter Thompson Company.

Moody's LTV is 89.3%, the same as at securitization.

The third largest conduit loan is the Willow Wood III and IV Loan,
which is secured by two Class A office buildings totaling 279,000
square feet and located in Fairfax City, Virginia.  The property
is 96.0% occupied, compared to 97.3% at securitization. The
largest tenants are GSA and Zeta Associates.  Performance has
improved due to higher income and stable expenses.

Moody's LTV is 88.1%, compared to 91.8% at securitization.

The pool's collateral is a mix of office, retail, multifamily,
U.S. Government securities, industrial and self storage and
lodging.  The collateral properties are located in 21 states.  The
highest state concentrations are Texas, New York, California,
Illinois and Virginia.  All of the loans are fixed rate.


HARBORVIEW NIM: DBRS Places Low-B Ratings on 2 Certificate Classes
------------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the NIM
Notes, Series 2006-10 issued by HarborView NIM CI-6 Corp.

   -- $42.4 million Class N-1 rated at A (low)
   -- $21 million Class N-2 rated at BBB (low)
   -- $10.2 million Class N-3 rated at BB
   -- $10.7 million Class N-4 rated at B

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by HarborView Mortgage Loan Trust
2006-10.  The underlying Class C Certificates will be entitled to
receive the excess cash flows and the underlying Class P
Certificates will be entitled to receive the prepayment charges,
if any, generated by the mortgage loans each month after payment
of all the required distributions.

Payments on the NIM Notes will be made on the 19th of each
month commencing in December 2006.  From available funds, the
distribution of interest and principal will be made sequentially
to noteholders of Classes N-1 through N-4 until the principal
balance of each such class has been paid to zero; then, any
remaining amounts may be paid to the holders of the Class A
preference shares, which are not rated by DBRS.

The mortgage loans in the Underlying Trust were primarily
originated or acquired by Bank United, FSB, Paul Financial,
LLC, and Residential Mortgage Capital.  The loans are first-lien,
option adjustable-rate mortgages, primarily indexed to the
12-month treasury average, the Cost of Funds Index, the One-month
or Six-month London Interbank Offered Rates, with a negative
amortization feature.


HARTVILEE GROUP: Incurs $5.7 Mil. Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Hartville Group Inc. has delivered its third quarter financial
results to the Securities and Exchange Commission.

The company reported a $5.7 million net loss on $975,808 of net
revenues for the three months ended Sept. 30, 2006, compared with
a $1.8 million net loss on $787,285 million of net revenues for
the same period in 2005.

The company's balance sheet at Sept. 30, 2006, showed $6.4 million
in total assets, $3.5 million in total liabilities and a
$2.9 million positive stockholders' equity.

Full-text copies of the company's third quarter financials are
available for free at http://researcharchives.com/t/s?170f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006,
BDO Seidman, LLP, raised substantial doubt about the ability of
Hartville Group, Inc., to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2004, and 2005.  The auditing firm pointed to
the company's recurring losses from operations, substantial
accumulated deficit, and impending due dates of some material
financial obligations.

                       About Hartville Group

A reinsurance company registered in the Cayman Islands, British
West Indies, Hartville Group, Inc. (OTCBB:HTVL) --
http://www.hartvillegroup.com/-- is a holding company whose   
wholly owned subsidiaries include Hartville Re Ltd. and
Petsmarketing Insurance.com Agency, Inc.  Hartville was formed to
reinsure pet health insurance that is being marketed by the
Agency.  The Agency is primarily a marketing/administration
company concentrating on the sale of its proprietary health
insurance plans for domestic pets.  Its business plan calls for
introducing its product effectively and efficiently through a
variety of distribution systems.  The Company accepts
applications, underwrites and issues policies.


HEWETT'S ISLAND: Fitch Confirms BB Rating on $3MM Class E Notes
---------------------------------------------------------------
Fitch affirms six classes of notes issued by Hewett's Island CDO,
Ltd./Corp.

These rating actions are effective immediately:

   -- $188,000,000 class A notes affirmed at 'AAA';
   -- $25,000,000 class B notes affirmed at 'AA';
   -- $4,249,599 class X notes affirmed at 'A+'
   -- $7,000,000 class C notes affirmed at 'A+';
   -- $15,000,000 class D notes affirmed at 'BBB'; and,
   -- $3,222,883 class E notes affirmed at 'BB'.

Hewett's Island is a collateralized debt obligation managed by
CypressTree Investment Management Co., Inc.  The collateral
underlying Hewett's Island is composed of 86% high yield corporate
loans and 14% high yield corporate bonds.  The reinvestment period
will end Nov. 15, 2007.  Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

These affirmations are the result of stable collateral
performance.

According to the Nov. 7, 2006 trustee report the Fitch weighted
average rating factor has improved slightly to 47.4, from 48.3 at
the last review on Oct. 20, 2005 and remains below the trigger of
50.  During this same period the A/B, C, D and E
overcollateralization and interest coverage ratios have remained
stable.  Assets rated 'CCC+' or lower represent approximately 3.5%
of the portfolio.  To date, there is only one defaulted asset
representing less than 1% of the portfolio.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the stated maturity date.  The ratings of the class
X, C, D and E notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the stated maturity date.

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


HM RIVERGROUP: S&P Assigns B- Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit ratings and stable outlooks to HM Rivergroup PLC and
subsidiary Riverdeep Interactive Learning USA Inc.  

At the same time, Standard & Poor's assigned a 'B' rating, one
notch above the corporate credit ratings on Riverdeep and HM
Rivergroup, with a recovery rating of '1', to Riverdeep's
$1.82 billion senior secured credit facilities, indicating a high
expectation of full recovery of principal in the event of a
payment default.  The facilities consist of a $250 million
revolving credit facility due 2012 and a $1.57 billion term loan B
due 2013.  Pro forma consolidated total debt and preferred stock
at Sept. 30, 2006, was roughly $3.5 billion.

Standard & Poor's long-term corporate credit ratings on
educational publishers Houghton Mifflin LLC and Riverdeep Holdings
PLC remain on CreditWatch with negative implications, where they
were originally placed on Oct. 23, 2006.

Dublin, Ireland-based HM Rivergroup has agreed to buy Houghton
Mifflin for $3.4 billion, consisting of $1.75 billion in cash and
assumed net debt.  The new company has also agreed to buy
Riverdeep Holdings Ltd. in an exchange of stock that values
Riverdeep's assets at $1.2 billion, including the assumption of
net debt.

Standard & Poor's will lower the corporate credit ratings of both
companies to 'B-' once the transaction is completed.

"The ratings reflect the company's good business positions in the
educational publishing industry, offset by heightened financial
risk resulting from the leveraged acquisition of Houghton
Mifflin," said Standard & Poor's credit analyst Hal F. Diamond.

"We are concerned about the deterioration that will occur in the
combined group's credit measures, and that challenges may
arise in integrating the two businesses."


HORIZON LINES: Increases Revolving Credit Facility by $25 Million
-----------------------------------------------------------------
Horizon Lines Inc. amended its $250 million senior secured bank
facility to:

   (a) increase the revolving credit facility by $25 million to
       $75 million;

   (b) increase the additional term loan borrowing availability by
       $25 million to $75 million;

   (c) raise the annual capital spending limit to $40 million,
       exclusive of vessel and equipment lease buyouts;

   (e) allow for 100% carryover of unutilized permitted annual
       capital spending;

   (f) increase maximum restricted payments on a rolling four
       quarters basis from $15 million to $36 million;

   (g) provide 100% credit for voluntary loan prepayments on the
       required annual excess cash flow sweep now commencing in
       2007; and

   (h) increase permitted acquisitions from $30 million to
       $120 million annually and from $100 million to $200 million
       over the life of the facility.

The pre-amendment senior credit facility consisted of a
$250 million term loan and a $50 million revolving credit
facility.

"This amendment provides Horizon Lines with the greater
flexibility to meet its future growth needs in a cost effective
manner," Mark Urbania, senior vice president and chief financial
officer, said.  

"The amendment also serves as recognition of Horizon Lines'
improved credit standing brought about by the significant de-
leveraging achieved since Horizon Lines' initial public offering
in September 2005 through both earnings growth and debt
prepayments.  We plan to continue to de-leverage in the future via
both debt prepayments and earnings growth."

Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
-- http://www.horizonlines.com/-- is a Jones Act container  
shipping and integrated logistics company and is the parent
company of Horizon Lines Holding Corp. and Horizon Lines LLC.  The
company accounts for approximately 37% of total U.S. marine
container shipments from the continental U.S. to the three non-
contiguous Jones Act markets -- Alaska, Hawaii, and Puerto Rico,
and to Guam.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's Investors Service affirmed Horizon Lines LLC's senior
secured rating at Ba2, and LGD2 to 18% from 20%.


INTEGRATED HEALTHCARE: Sept. 30 Equity Deficit Rises to $32.5 Mil.
------------------------------------------------------------------
Integrated Healthcare Holdings Inc. delivered its financial
statements for the quarter ended Sept. 30, 2006, to the Securities
and Exchange Commission.

The company reported a $5,490,341 net loss on $87,034,755 of net
revenues for the three months ended Sept. 30, 2006, versus a
$6,497,640 net loss on $91,620,003 of net revenues for the three
months ended Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $32,558,495, compared to a deficit of
$31,063,614 at Dec. 31, 2005.

                        Covenant Default

On or around May 9, 2005, the company received notice that it was
in default of a credit agreement comprised of a $50 million
acquisition loan and a $30 million working capital line of credit.  
Outstanding borrowings under the line of credit were $27,330,734
and $25,340,734 as of Sept. 30, 2006 and Dec. 31, 2005,
respectively.

On Dec. 12, 2005, the company entered into an additional credit
agreement for $10,700,000, due Dec. 12, 2006, which included an
amendment that:

     (i) declared cured the aforementioned default,

    (ii) required the company to pay $5,000,000 against its
         Acquisition Loan,

   (iii) required the company to obtain $10,700,000 in additional
         new capital contributions to pay in full and retire all
         amounts due and owing under the additional credit
         agreement and

    (iv) included certain indemnities and releases in favor of the
         lender.

Accordingly, on Dec. 12, 2005, the company paid $5,000,000 against
the Acquisition Loan reducing its outstanding balance to
$45 million.

As of Sept. 30, 2006, the company had outstanding short-term debt
aggregating $83,030,734, of which $10,700,000 is included in
warrant liabilities, current.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?1714

                        Going Concern Doubt

Ramirez International Financial & Accounting Services, Inc., in
Irvine, California, raised substantial doubt about Integrated
Healthcare Holdings, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2005, and 2004.  The auditor pointed to
the company's losses, stockholders' deficiency, and need for
additional capital to refinance debt.

               About Integrated Healthcare Holdings

Based in Santa Ana, California, Integrated Healthcare Holdings,
Inc. (OTC:IHCH) is a predominantly physician-owned company that
acquired from Tenet Healthcare Corp. four hospital facilities
representing approximately 12% of the hospital beds in Orange
County, California: 282-bed Western Medical Center in Santa Ana;
188-bed Western Medical Center in Anaheim; 178-bed Coastal
Communities Hospital in Santa Ana; and 114-bed Chapman Medical
Center in Orange.


INTEGRATED SECURITY: Sept. 30 Balance Sheet Upside-Down by $7.6MM
-----------------------------------------------------------------
Integrated Security Systems Inc. reported a $784,271 net loss on
$2,888,030 of sales for the three months ended Sept. 30, 2006,
versus a $1,702,835 net loss on $2,382,152 of sales for the three
months ended Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed a
stockholders' deficit of $7,630,017, compared to deficit of
$6,983,464 at June 30, 2006.

On Oct. 6, 2006, the company issued an unsecured convertible
promissory note to each of Renaissance US Growth Investment Trust
PLC and US Special Opportunities Trust PLC (formerly known as BFS
US Special Opportunities Trust) in exchange for an aggregate
$750,000 cash investment.  Each of the convertible promissory
notes is in the original principal amount of $375,000, mature on
Oct. 6, 2009 and bear interest at an annual rate of 6%.

Interest to be accrued during the first year the notes are
outstanding was paid in cash on the date of issuance of the notes,
and interest accruing after the first year will be payable in cash
in quarterly installments.

The notes are convertible at the option of the holder into shares
of our common stock at the then-current market price, subject to
standard anti-dilution adjustments upon:

   * the conversion of all or substantially all of our outstanding
     convertible indebtedness into shares of our capital stock; or

   * a change of control of the company.

The common stock to be issued upon conversion of the notes is
subject to registration rights agreements previously entered into
with each of RUSGIT and USSO.  Under the registration rights
agreements, the company agreed to file a registration statement
with the Securities and Exchange Commission to register for resale
the shares of common stock issuable to RUSGIT and USSO upon
conversion of the notes.

Simultaneously with the execution of the notes, the company and
its subsidiaries entered into an Amended Royalty Agreement with
Renaissance Capital Growth & Income Fund III, Inc., RUSGIT and
USSO, replacing the prior Royalty Agreement with Renn III, RUSGIT
and USSO entered into on June 16, 2006.  Under the terms of the
Amended Royalty Agreement, the company and its subsidiaries are to
pay the lenders a fixed percentage of sales made from narrowly
defined new projects.  The total royalty payments cannot exceed
$100,000 in any year, or $25,000 in any calendar quarter.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?1717

                       Going Concern Doubt

Weaver and Tidwell, LLP, expressed substantial doubt about
Integrated Security Systems, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended June 30, 2006 and 2005.  The auditing firm
pointed to the company's significant losses from operations.

                About Integrated Security Systems

Headquartered in Irving, Texas, Integrated Security Systems, Inc.
-- http://www.integratedsecurity.com/-- is a technology company     
that provides products and services for homeland security needs.
ISSI also designs, develops and markets safety equipment and
security software to the commercial, industrial and governmental
marketplaces.  Integrated Security's Intelli-Site(R) provides
users with a software solution that integrates existing subsystems
from multiple vendors without incurring the additional costs
associated with upgrades or replacement.


JANESSA INC: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Janessa, Inc.
        dba Knights Inn
        1327 River Valley Boulevard
        Lancaster, OH 43130

Bankruptcy Case No.: 06-56971

Type of Business: The Debtor operates a hotel in Lancaster, Ohio.

Chapter 11 Petition Date: November 30, 2006

Court: Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Matthew Fisher, Esq.
                  Allen, Kuehnle, Stovall & Neuman LLP
                  21 West Broad Street, Suite 400
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wachovia Small Business Capital    1327 River Valley   $1,247,133
c/o Michael Barren, Esq.           Boulevard             Secured:
110 Polaris Parkway, Suite 302     Lancaster, Ohio       $700,000
Westerville, OH 43082                                Senior Lien:
                                                          $23,851

Knights Franchise Systems, Inc.    Misc. Franchise       $114,804
1 Sylvan Way                       Fees
Parsippany, NJ 07054

Treasurer, Fairfield County        2006 County Taxes      $50,000
210 East Main Street
Lancaster, OH 43130

Internal Revenue Service           1327 River Valley      $30,000
c/o Christopher R. Yates           Boulevard
303 Marconi Boulevard, Suite 200   Lancaster, Ohio
Columbus, OH 43215

State of Ohio                      Sales Tax              $12,839
Department of Taxation
4485 Northland Ridge Boulevard
Columbus, OH 43229

U.S. Bank                                                 $11,268

Bank of America                    Trade Debt             $11,200

State of Ohio, BWC                 Premiums                $8,500

PitneyBowes Business               Trade Debt              $7,251

Nauman Communications, Inc.        Trade Debt              $6,000

AT&T                               Trade Debt              $2,101

City of Lancaster                  2005 City Payroll       $1,015
                                   Taxes

Carlile Patchen & Murphy           Legal Fees                $510

Secure Tel, Inc.                   Trade Debt                $337

American Hotel Register            Trade Debt                $301

Carpet Man Cleaning                Trade Debt                $301

Ecolab                             Trade Debt                $238


KARA HOMES AT ENCLAVE: Case Summary & 20 Largest Creditors
----------------------------------------------------------
Debtor: Kara Homes at Enclave II, LLC
        197 Route 18 South, Suite 235S
        East Brunswick, NJ 08816

Bankruptcy Case No.: 06-22341

Type of Business: The Debtor is an affiliate of Kara Homes, Inc.
                  Kara Homes builds single-family homes,
                  condominiums, townhomes, and active-adult
                  communities.

                  Kara Homes filed for chapter 11 protection on
                  Oct. 5, 2006 (Bankr. D. N.J. Case No.
                  06-19626).  On Oct. 9, 2006, nine affiliates
                  filed for bankruptcy in the same Court.  On Oct.
                  10, 2006, 12 more affiliates filed for chapter
                  11 protection.

Chapter 11 Petition Date: December 8, 2006

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith, et al.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881


Total Assets: $0

Total Debts:  $3,327,404

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
G&R Trimming Contractors,                               $167,412
Inc.
154 Willow Street
East Brunswick, NJ 08816

Sunrise Concrete Company                                $102,203
P.O. Box 435
911 Millcreek Road
Rushland, PA 18956

Manzo-Maroba Construction                               $101,167
65 Highway 34
Morganville, NJ 07751

Strober Building Supply, Inc.                            $98,822

Lubrano, Domenico             Deposit                    $97,900

Lubrano, Domenico             Deposit                    $97,900

A-1 Bracket                                              $75,438

Menser's Heating and Air,                                $71,041
Inc.

Fenton Tile Company                                      $65,352

Thelemaque, Anthony and       Deposit                    $59,220
Claire

Thelemaque, Anthony and       Deposit                    $59,220
Claire

Marchese, Joseph and Nicole   Deposit                    $52,900

Marchese, Joseph and Nicole   Deposit                    $52,900

All County Aluminum Inc.                                 $51,847

Shoreline Plumbing & Heating                             $50,068

RWZ Inc. Stairs & Rails                                  $49,527

Benchmark Inc.                                           $39,844

Above All Heat                                           $38,604

Michael J. Wright                                        $37,589
Construction Co., Inc.

Wagner Electric Corp.                                    $34,949


KRISPY KREME: Delays Filing Report for Third Qtr. Ended Oct. 29
---------------------------------------------------------------
Krispy Kreme Doughnuts Inc. will be unable to timely file a
quarterly report on Form 10-Q for the third quarter ended Oct. 29,
2006.

The company's filing with the Securities and Exchange Commission
on Dec. 11, 2006, disclosed that the delay is due to the
substantial resources devoted in completing its annual report on
Form 10-K for fiscal 2006, filed on Oct. 31, 2006, and its
quarterly reports on Form 10-Q for the first three quarters of
fiscal 2006, filed on Nov. 9, 2006.

In addition, the company has also been devoting substantial
resources to complete its quarterly reports on Form 10-Q for the
first two quarters of fiscal 2007.  Due to the substantial
resources devoted to these reports, the Company was unable to
finalize its quarterly report on Form 10-Q for the third quarter
of fiscal 2007 before the filing deadline of Dec. 8, 2006.

Michael C. Phalen, chief financial officer, also disclosed that
the company has not yet filed its Quarterly Reports on Form 10-Q
for the first two quarters of fiscal 2007 or the third quarter of
fiscal 2005 or its Annual Reports on Form 11-K for the periods
ended Dec. 31, 2005 and 2004.

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

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

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

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

The U.S. District Court for the Middle District of North Carolina
has set Feb. 7, 2007, as the hearing date for the final approval
of the terms of the settlement of the shareholder derivative
action entitled Wright v. Krispy Kreme Doughnuts Inc., et al.


LEVEL 3: Unit Agrees to Sell $650 Million of 9.25% Senior Notes
---------------------------------------------------------------
Level 3 Financing, Inc., a subsidiary of Level 3 Communications,
Inc., agreed to sell $650 million aggregate principal amount of
9.25% Senior Notes due 2014 in a private offering to "qualified
institutional buyers" as defined in Rule 144A under the Securities
Act of 1933 and outside the United States under Regulation S under
the Securities Act of 1933.  The senior notes were priced at
101.75% of the principal amount plus accrued interest from
Oct. 30, 2006, representing an effective yield of 8.86% to the
purchasers of these senior notes.

The senior notes represent an additional offering of the 9.25%
Senior Notes due 2014 that were issued on Oct. 30, 2006.  The
notes are being offered as additional notes under the same
indenture as the 9.25% Senior Notes issued on Oct. 30, 2006, and
will be treated under that indenture as a single series of notes
with the outstanding 9.25% Senior Notes.

The debt represented by the new notes will be used to:

   (i) purchase Level 3 Financing's 10.75% Senior Notes due 2011
       tendered in a tender offer, which was launched by Level 3
       Financing on Dec. 13, 2006,

  (ii) to the extent that less than all of the 10.75% Senior Notes
       due 2011 are purchased in the tender offer, to effect a
       satisfaction and discharge under the indenture governing
       the 10.75% Senior Notes due 2011 or otherwise repurchase in
       any lawful manner those 10.75% Senior Notes due 2011 that
       remain outstanding after the tender offer, and

(iii) pay fees and expenses incurred in connection with the
       foregoing.

Gross proceeds from the offering of senior notes that exceed the
amount necessary to repurchase or refinance the 10.75% Senior
Notes due 2011, will constitute purchase money indebtedness under
the existing indentures of Level 3 and will be used solely to
fund the cost of construction, installation, acquisition, lease,
development or improvement of any Telecommunications/IS Assets,
including the cash purchase price of any past, pending or future
acquisitions.

                     About Level 3 Financing

Level 3 Financing, Inc. is a wholly owned subsidiary of Level 3
Communications, Inc. (Nasdaq: LVLT) -- http://www.leve3.com/--
which provides communications and information services worldwide.

                          *     *     *

As reported in the Troubled Company Reporter - Europe on Oct. 31,
2006, Fitch Ratings assigned a rating of B/RR1 to Level 3
Financing, Inc.'s issuance of $600 million of 9.25% senior notes
due 2014.  In addition, Fitch affirmed the CCC Issuer Default
Rating and each issue rating for Level 3 Communications, Inc. and
Level 3 Financing, Inc.  The Rating Outlook is Positive.

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
the $600 million of 9.25% senior notes due 2014 issued by Level 3
Financing Inc., a subsidiary of Broomfield, Colorado-based Level 3
Communications Inc.

All ratings on Level 3, including the 'CCC+' corporate credit
rating, are affirmed.  The outlook is stable.  Debt outstanding as
of Sept. 30, 2006, totaled approximately $6.6 billion.

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service assigned a B2 rating to Level 3
Financing, Inc.'s new $600 million fixed rate senior notes due
2014.  Moody's affirmed Level 3 Communications, Inc.'s corporate
family rating at Caa1 with a stable rating outlook, as the pro-
forma leverage is expected to remain below the 10x level Moody's
previously indicated could put downward pressure on the rating,
and as the rating agency continues to expect the company to
commence generating free cash flow in 2008.


LEVEL 3: Fitch Rates Proposed $500MM Senior Notes Issue at B
------------------------------------------------------------
Fitch Ratings assigned a rating of 'B' to Level 3 Financing,
Inc.'s proposed 144A issuance of $500 million of 9.25% senior
notes due 2014 as well as a recovery rating of 'RR1'.  

Fitch has an Issuer Default Rating of 'CCC' for Level 3
Communications, Inc. and Level 3 Financing, Inc.

The Rating Outlook is Positive.

Level 3 has also initiated a tender offer for Level 3 Financing's
10.75% senior notes due 2011, which has $500 million outstanding.  
Notes tendered by Dec. 27, 2006 will receive consideration of
$1,092.21 per $1,000 principal amount.  Notes tendered after
Dec. 27 will receive consideration of $1,062.21 per $1,000
principal amount.  The tender expiration date is Jan. 11, 2007.

Fitch estimates the cost of the tender, if successfully tendered
in full early, would approximate $546 million.  The new issuance
of $500 million of 9.25% notes will be used in part to fund the
tender offer.

Fitch believes the tender and new issuance reflect the Positive
Outlook assigned to the company as, if successful, it will begin
to smooth the maturity schedule by reducing the outstanding 2011
maturities to approximately $2.1 billion.

In addition, the company will also experience a modest interest
expense savings and consent to eliminate certain restrictive
covenants associated with that indenture.

The Positive Rating Outlook continues to reflect Fitch's belief
that the company's acquisitions, including the recently reported
Broadwing Corporation acquisition, gives Level 3 a firm path, if
successfully integrated, toward de-leveraging its credit profile
and achieving positive free cash flow in 2008.  The timing of an
upgrade of Level 3's IDR is linked to the company's ability to
improve free cash flow, materially reduce leverage, generate
positive organic revenue growth and improve margins.

Additionally, the company will need to maintain liquidity and
financial flexibility.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on Jan. 11, 2007, unless extended or earlier
terminated.  Payment for Notes validly tendered on or prior to the
Consent Time and accepted for purchase will be made promptly after
the Consent Time.

Holders of Notes who validly tender after the Consent Time and on
or prior to the Expiration Date, if such Notes are accepted for
purchase, will receive the tender offer consideration but will not
receive the consent payment.  Payment for Notes validly tendered
after the Consent Time and on or prior to the Expiration Date and
accepted for purchase will be made promptly after the Expiration
Date.  Accrued interest up to, but not including, the applicable
settlement date will be paid in cash on all validly tendered and
accepted Notes.

Level 3 Financing intends to fund the purchase of the Notes
tendered with net proceeds from borrowings under a proposed
private debt offering, and may also fund purchases pursuant to the
tender offer with cash on hand.  Level 3's obligation to purchase
Notes pursuant to the tender offer is conditioned on the
consummation of the proposed debt offering.  The tender offer is
also subject to the satisfaction or waiver of certain other
conditions as set forth in the Offer to Purchase.  The
tender offer is not subject to the receipt of any minimum amount
of tenders.

Copies of the Offer to Purchase and the related Letter of
Transmittal may be obtained from the Information Agent for the
tender offer:

     Global Bondholder Services Corporation,
     Telephone (212) 430-3774 and (866) 389-1500 (toll-free)

Questions regarding the tender offer may be directed to the Dealer
Manager for the tender offers:

     Merrill Lynch & Co.
     Telephone (888) 654-8637 (toll-free) and (212) 449-4914

                     About Level 3 Financing

Level 3 Financing, Inc. is a wholly owned subsidiary of Level 3
Communications, Inc. (Nasdaq: LVLT) -- http://www.leve3.com/--
which provides communications and information services worldwide.

                          *     *     *

As reported in the Troubled Company Reporter - Europe on Oct. 31,
2006, Fitch Ratings assigned a rating of B/RR1 to Level 3
Financing, Inc.'s issuance of $600 million of 9.25% senior notes
due 2014.  In addition, Fitch affirmed the CCC Issuer Default
Rating and each issue rating for Level 3 Communications, Inc. and
Level 3 Financing, Inc.  The Rating Outlook is Positive.

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
the $600 million of 9.25% senior notes due 2014 issued by Level 3
Financing Inc., a subsidiary of Broomfield, Colorado-based Level 3
Communications Inc.

All ratings on Level 3, including the 'CCC+' corporate credit
rating, are affirmed.  The outlook is stable.  Debt outstanding as
of Sept. 30, 2006, totaled approximately $6.6 billion.

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service assigned a B2 rating to Level 3
Financing, Inc.'s new $600 million fixed rate senior notes due
2014.  Moody's affirmed Level 3 Communications, Inc.'s corporate
family rating at Caa1 with a stable rating outlook, as the pro-
forma leverage is expected to remain below the 10x level Moody's
previously indicated could put downward pressure on the rating,
and as the rating agency continues to expect the company to
commence generating free cash flow in 2008.


LEVEL 3: Unit Wants to Buy Back $500-Mil. of 10.75% Senior Notes
----------------------------------------------------------------
Level 3 Financing, Inc., a subsidiary of Level 3 Communications,
Inc. commenced a tender offer to purchase for cash $500 million in
aggregate principal amount of its 10.75% Senior Notes due 2011,
representing all of the Notes currently outstanding.

In connection with the offer to purchase, Level 3 Financing is
soliciting consents to certain proposed amendments to the
indenture governing the Notes to eliminate substantially all of
the covenants, certain repurchase rights and certain events of
default and related provisions contained in the indenture.

Holders of Notes validly tendered prior to 5:00 p.m., New York
City time on Dec. 27, 2006, unless extended or earlier terminated,
if such Notes are accepted for purchase, will receive the total
consideration of $1,092.21 per $1,000 principal amount of the
Notes, which includes $1,062.21 as the tender offer consideration
and $30 as a consent payment.  The tender offer is scheduled to
expire at 5:00 p.m., New York City time, on Jan. 11, 2007, unless
extended or earlier terminated.  Payment for Notes validly
tendered on or prior to the Consent Time and accepted for purchase
will be made promptly after the Consent Time.

Holders of Notes who validly tender after the Consent Time and on
or prior to the Expiration Date, if such Notes are accepted for
purchase, will receive the tender offer consideration but will not
receive the consent payment.  Payment for Notes validly tendered
after the Consent Time and on or prior to the Expiration Date and
accepted for purchase will be made promptly after the Expiration
Date.  Accrued interest up to, but not including, the applicable
settlement date will be paid in cash on all validly tendered and
accepted Notes.

Level 3 Financing intends to fund the purchase of the Notes
tendered with net proceeds from borrowings under a proposed
private debt offering, and may also fund purchases pursuant to the
tender offer with cash on hand.  Level 3's obligation to purchase
Notes pursuant to the tender offer is conditioned on the
consummation of the proposed debt offering.  The tender offer is
also subject to the satisfaction or waiver of certain other
conditions as set forth in the Offer to Purchase.  The tender
offer is not subject to the receipt of any minimum amount of
tenders.

Copies of the Offer to Purchase and the related Letter of
Transmittal may be obtained from the Information Agent for the
tender offer:

     Global Bondholder Services Corporation,
     Telephone (212) 430-3774 and (866) 389-1500 (toll-free)

Questions regarding the tender offer may be directed to the Dealer
Manager for the tender offers:

     Merrill Lynch & Co.
     Telephone (888) 654-8637 (toll-free) and (212) 449-4914

                     About Level 3 Financing

Level 3 Financing, Inc. is a wholly owned subsidiary of Level 3
Communications, Inc. (Nasdaq: LVLT) -- http://www.leve3.com/--
which provides communications and information services worldwide.

                          *     *     *

As reported in the Troubled Company Reporter - Europe on Oct. 31,
2006, Fitch Ratings assigned a rating of B/RR1 to Level 3
Financing, Inc.'s issuance of $600 million of 9.25% senior notes
due 2014.  In addition, Fitch affirmed the CCC Issuer Default
Rating and each issue rating for Level 3 Communications, Inc. and
Level 3 Financing, Inc.  The Rating Outlook is Positive.

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
the $600 million of 9.25% senior notes due 2014 issued by Level 3
Financing Inc., a subsidiary of Broomfield, Colorado-based Level 3
Communications Inc.

All ratings on Level 3, including the 'CCC+' corporate credit
rating, are affirmed.  The outlook is stable.  Debt outstanding as
of Sept. 30, 2006, totaled approximately $6.6 billion.

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service assigned a B2 rating to Level 3
Financing, Inc.'s new $600 million fixed rate senior notes due
2014.  Moody's affirmed Level 3 Communications, Inc.'s corporate
family rating at Caa1 with a stable rating outlook, as the pro-
forma leverage is expected to remain below the 10x level Moody's
previously indicated could put downward pressure on the rating,
and as the rating agency continues to expect the company to
commence generating free cash flow in 2008.


LONG BEACH: Moody's Lowers Rating on Four Tranches
--------------------------------------------------
Moody's Investors Service downgraded four tranches issued by Long
Beach Mortgage Loan Trust in 2003.  

The underlying collateral in each deal consists of subprime,
adjustable and fixed-rate residential mortgage loans.

Each class of certificates being downgraded is backed by
collateral which has experienced higher than anticipated loss
severities on liquidated loans, causing Moody's to reevaluate its
expected loss figures.  

As a result of high loss severities, the transactions being
downgraded have experienced a decline in available support as a
result of recent liquidations.  All of these transactions are
currently passing performance triggers and distributing cash to
the junior classes.  Passing triggers has allowed
overcollateralization to be reduced, thus leaving the downgraded
classes less protected against future losses.

These are the complete rating actions:

   * Long Beach Mortgage Loan Trust 2003-1

      -- Class M-4, downgraded to B1; previously Baa3.

   * Long Beach Mortgage Loan Trust 2003-2

      -- Class M-5, downgraded to Baa3; previously Baa2.

   * Long Beach Mortgage Loan Trust 2003-3

      -- Class M-4, downgraded to Ba3; previously Baa3.

   * Long Beach Mortgage Loan Trust 2003-4

      -- Class M-6, downgraded to Ba2; previously Baa3.


MAKING OUR WAY: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Making Our Way Better, Inc.
        5430 Lemoyne Drive
        Atlanta, GA 30331

Bankruptcy Case No.: 06-75642

Chapter 11 Petition Date: December 4, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Kenneth Mitchell, Esq.
                  Giddens, Davidson & Mitchell P.C.
                  Suite 300-B
                  5000 Snapfinger Woods Drive
                  Decatur, GA 30034
                  Tel: (770) 987-7007
                  Fax: (770) 987-7138

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
JT Lawn Care Service               Lawn Care Service      $24,000
6250 Ponderosa Court
Atlanta, GA 30349

Tamela Harris                      Loan                   $15,000
4945 Monarch Cove
Lithonia, GA 30038

Beyond Communications              Telephone Service      $14,492
NCO Financial Systems Inc.
3850 North Causeway Boulevard
Suite 200
Metairie, LA 70002

Boykin Insurance                   Insurance              $12,000
1285 R.D. Abernathy Boulevard
Southwest
Atlanta, GA 30310

Adrian Poplus                      Loan                    $5,000
3024 Elmwood Court
Atlanta, GA 30349

Praxis3                            Marketing Services      $3,500

Arlena Stover                      Loan                    $3,500

Dave Jordan                        Loan                    $3,000

Joyce Brewster-McCarthy            Loan                    $2,400


MAVERICK COUNTY: Fitch Pares Rating on $13MM Debt to BB from BBB
----------------------------------------------------------------
Fitch Ratings downgraded the rating for Maverick County, Texas to
'BB+' from 'BBB'.

This action affects $13.8 million in combination tax and revenue
certificates of obligation and $1 million in tax notes
outstanding.

The Rating Outlook is Stable.

The rating downgrade results from the county's continued uneven
financial performance, as evidenced by a series of operating
shortfalls and a growing negative general fund balance.  The
rating also incorporates the county's limited economic base, high
unemployment, and exposure to economic fluctuations in Mexico.  A
moderate debt burden and growing tax base are positive credit
considerations.

The county's general fund has reported losses in five of the
previous six fiscal years, including sizeable $1.1 million and
$1.6 million losses in fiscal 2004 and 2005, respectively.  

County officials cite a number of factors for the weak
performances, including delayed reimbursements from the U.S.
government for county expenses related to the prosecution of
federal criminal cases in the county court system, less than
expected federal prisoner housing revenues, and spending pressures
in various departments.

Delays in reimbursements for the Southwest Border Prosecution
Initiative have grown to nearly $1.7 million over the past three
years, as the federal government reportedly has delayed payments
to the county and reduced reimbursement amounts.  Reduced federal
prisoner housing revenues have stemmed from fewer than projected
prisoners at various times to delays in anticipated increases in
the per diem fee paid to the county by the U.S. Marshals Service.
Public safety spending has grown substantially as law enforcement
demands have increased.  Outlays in this category have climbed
from $2.3 million in fiscal 2001 to more than $4.3 million in
fiscal 2005.

Preliminary fiscal 2006 operating results include another deficit,
projected to total nearly $1.1 million, lowering the general fund
balance to a negative $3.3 million.  Increased property tax and
fee revenues contributed to an estimated 11% gain in general fund
revenues, and the county was successful in limiting the spending
growth in public safety and general administration.  A major
factor in the loss was an estimated $300,000 increase in non-
departmental outlays.  The fiscal 2007 budget reflects an effort
by county administrators to reverse the negative trend.  

The county instituted a property tax rate increase of nearly $0.03
per $100 of taxable value, eliminated 40 positions, and has
planned for the sale of county property and for a more diligent
effort to collect delinquent property taxes and fines.  The budget
projects an improvement in the general fund balance to less than
negative $1 million. In addition, the county's debt profile is
favorable.  Direct debt is moderate, and the pace of principal
retirement is well above average.

Located on the U.S.-Mexico border, Maverick County's population
has increased steadily during the past decade.  The estimated 2005
population of roughly 55,000 is up more than 15% from the 2000
census.  Increasing North American Free Trade Agreement related
international trade activity has spurred commercial and
residential development, resulting in annual average tax base
growth since fiscal 2002 of more than 6%.  As a result of the
expanded commercial activity, job creation in the county has
improved.  While still well above state and national averages, the
county's unemployment rate has declined significantly from annual
averages of more than 20% in previous years.  The county's 2005
annual unemployment rate was 13.3%, and the October 2006 monthly
rate was 10.2%.


MERRILL LYNCH: Moody's Holds Low-B Ratings on $15MM of Debentures
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 13 classes of Merrill Lynch Financial
Assets Inc., Commercial Mortgage Pass-Through Certificates, Series
2003-Canada 10:

   -- Class A-1, $112,388,306, Fixed, affirmed at Aaa;
   -- Class A-2, $243,600,000, Fixed affirmed at Aaa;
   -- Class XP-1, Notional, affirmed at Aaa;
   -- Class XP-2, Notional, affirmed at Aaa;
   -- Class XC-1, Notional, affirmed at Aaa;
   -- Class XC-2, Notional, affirmed at Aaa;
   -- Class B, $10,300,000, Fixed, upgraded to Aaa from Aa2;
   -- Class C, $13,300,000, Fixed, upgraded to Aa2 from A2;
   -- Class D-1, $13,199,000, Fixed, upgraded to Baa1 from Baa2;
   -- Class D-2, $1,000, Fixed, upgraded to Baa1 from Baa2;
   -- Class E-1, $5,199,000, Fixed, affirmed at Baa3;
   -- Class E-2, $1,000, Fixed, affirmed at Baa3;
   -- Class F, $4,054,000, Fixed, affirmed at Ba1;
   -- Class G, $4,029,000, Fixed, affirmed at Ba2;
   -- Class H, $2,302,000, Fixed, affirmed at Ba3;
   -- Class J, $3,913,000, Fixed, affirmed at B2; and,
   -- Class K, $1,612,000, Fixed, affirmed at B3.

As of the Nov. 14, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 8.8%
to $419.9 million from $460.4 million at securitization.  The
Certificates are collateralized by 55 mortgage loans ranging in
size from less than 1% to 7.7% of the pool, with the top 10 loans
representing 49.7% of the pool.  Three loans, representing 14.9%
of the pool, have defeased and are collateralized by Canadian
Government securities.  The balance of the pool consists of two
shadow rated loans, representing 13.0% of the pool, and a conduit
component, representing 72.1% of the pool.  There have been no
realized losses since securitization and no loans are in special
servicing.  Nine loans, representing 13.3% of the pool, are on the
master servicer's watchlist.

Moody's was provided with partial or full-year 2005 operating
results for 76.4% of the pool. Moody's loan to value ratio is
69.6%, compared to 89.4% at securitization.  Moody's is upgrading
Classes B, C, D-1, and D-2 due to improved pool performance,
defeasance and increased credit support.

The largest shadow rated loan is the Sheridan Center Loan.  The
loan is secured by the borrower's interest in a 548,000 square
foot value oriented mixed-use retail and office center located
approximately 13 miles west of Toronto in Mississauga, Ontario.
The collateral securing the loan consists of 548,000 square feet
of retail and office space.  The retail portion consists of a
community center anchored by Zellers and A&P.  Tenants in the
office portion include Royal & Sun Alliance and Public Works
Canada.  Other tenants include Shoppers Drug Mart, Scotiabank,
Fabricland, LensCrafters, Chapters, Reitmans and Payless Shoes.
The center is 92.3% occupied, compared to 95.1% at securitization.  

Moody's current shadow rating is A3, compared to Baa2 at
securitization.

The second largest shadow rated loan is the Richmond Center North
Loan.  The loan is secured by the borrower's interest in a 331,000
square foot regional mall located approximately seven miles south
of Vancouver in Richmond, British Columbia.  The center is
anchored by The Bay and Shoppers Drug Mart and is shadow anchored
by Sears.  The center is 100% occupied, compared to 99.7% at
securitization.  Moody's current shadow rating is Aaa, compared to
A1 at securitization.

The three largest conduit loans represent 15.3% of the pool.  The
largest conduit loan is the RioCan Fairgrounds Loan, which is
secured by a 266,000 square foot power center located
approximately 50 miles northwest of Toronto in Orangeville,
Ontario.  The center includes Wal-Mart, Commisso's Food Markets,
Future Shop, and Galaxy Theatres.  Other tenants include Tim
Hortons, Wendy's, Scotiabank, Harvey's, Swiss Chalet, Blockbuster
Video and The Second Cup.  The center is 100% occupied, the same
as at securitization.  The borrower is a property holding company
for RioCan Real Investment Trust, a publicly traded REIT. The loan
is full recourse to RioCan.  

Moody's LTV is 79.4%, compared to 83.5% at securitization.

The second largest conduit loan is the The Junction Loan, which is
secured by a 194,000 square foot power center located in Mission,
British Columbia.  There is also subordinate debt in the amount of
$7.0 million.  Located approximately 45 miles east of Vancouver,
occupancy is 97.5%, compared to 99.7% at securitization.  The
property is anchored by Save-On-Foods and London Drugs.  Other
tenants include Reitmans Superstore, White Spot, Boston Pizza,
Blockbuster Video, TD Canada Trust, Radio Shack, Wendy's,
McDonald's and Starbucks.  The borrower is Mission Valley Shopping
Centre whose original owners Schroeder Properties Ltd. and
Schooner Wood Manufacturing Ltd. sold their interest to RioCan
REIT and Kimco Realty.  Schroeder Properties Ltd. continues to be
liable for the debt.

Moody's LTV is 59.9%, compared to 82.0% at securitization.

The third largest conduit loan is the Lawrence Terrace Loan, which
is secured by a 410-unit apartment complex located in Toronto,
Ontario.  The property is 87.6% occupied, compared to 100.0% at
securitization.  Built in 1964, rental income and occupancy have
declined due to increased competition.  The loan is on the master
servicer's watchlist due to a decline in debt service coverage.  
Moody's LTV is in excess of 100%, compared to 86.0% at
securitization.

The pool's collateral is a mix of retail, industrial and self
storage, office and mixed use, Canadian Government securities,
multifamily and lodging.  The collateral securing the loans is
located in seven Canadian provinces.  The top concentrations are
Ontario, Alberta and British Columbia.  All of the loans are fixed
rate.  Approximately 43% of the pool is full or partial recourse
to the respective borrowers.


METALS USA: Moody's Junks Rating on Proposed $150-Mil. PIK Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Metals USA
Holdings Corp.'s proposed $150 million of senior unsecured
floating rate PIK notes and assigned B2 corporate family and
probability of default ratings to Holdco, which owns Flag
International Holdings Corp., which in turn owns Metals USA, Inc,
the operating entity.

These ratings have a stable outlook.

The net proceeds of the Holdco note offering will be used to
distribute a dividend to Holdco's equity holders, primarily Apollo
Management.  In a related action, Moody's affirmed the B3 rating
for Metals USA's senior secured notes.

If the proposed financing concludes as planned, Moody's will
withdraw the existing B1 corporate family rating for Metals USA,
Inc. and withdraw Metals USA's SGL-2 speculative grade liquidity
rating and assign an SGL-3 to Holdco.

Moody's convention is to assign these "issuer" ratings to the
highest level in a family's corporate structure that has rated
debt.

These ratings were assigned:

   * Metals USA Holdings Corp.

      -- B2 corporate family rating

      -- B2 probability of default rating

      -- Caa1, LGD6, 93% to the $150 million of senior unsecured
         floating rate PIK notes due 2012

      -- SGL-3 speculative grade liquidity rating

This rating was affirmed:

   * Metals USA, Inc.

      -- B3 to   the $275 million of 11.125% guaranteed senior
         secured notes due 2015

The effective downgrade of the group's corporate family rating
reflects the introduction of debt at Holdco and the burden this
places on Metals USA to service, via upstream dividends, the high
interest cost of the Holdco notes.  Interest on the Holdco notes
can either be paid in cash or, alternatively, paid in kind at a
higher interest rate.  Metals USA's operating performance over the
last year has been about as expected by Moody's when its B1 CFR
was assigned, but the company has not improved its working capital
management, which lags its peers in Moody's opinion.

Furthermore, Metals USA's debt has risen from $474 million on Dec.
31, 2005, to pro forma $615 million as at Sept. 30, 2006 as a
result of approximately $100 million of increases in working
capital, $46 million expended for two acquisitions, and a
$25 million dividend payment.  

With the proposed Holdco debt, consolidated adjusted debt will be
$852 million, which equates to approximately 6x EBITDA.  Given the
company's modest progress in earnings power over the last year, a
time of generally favorable metal markets, the group's $291
million increase in debt materially erodes its debt protection
metrics and makes a B2 corporate family rating appropriate.

Moody's continues to be concerned about Metals USA's somewhat
limited liquidity.  Pro forma asset-backed revolver borrowings
will be $333 million and letters of credit usage is about  
$19 million, whereas the borrowing base currently limits
availability to approximately $480 million.  Unused availability
of $130 million does not provide much financial flexibility to
meet possible working capital, interest payment, or other
operating needs.

Consequently, Moody's assigned an SGL-3 speculative liquidity
rating to Holdco.

The Caa1 rating for the Holdco notes reflects their 93%
loss-given-default, which is a function of the notes' structural
subordination to all other obligations at Holdco and Metals USA.
The LGD for Metals USA's senior secured notes is 72%, which is
somewhat better than the 83% the notes had previously.  

The improvement reflects the loss absorbing capacity of the new
Holdco notes, although this is partially offset by the increased
size of Metals USA's asset-backed revolving credit facility.  As a
result, the B3 rating on the Metals USA notes did not change.

Holdco's and Metals USA's ratings positively reflect the company's
geographic and customer diversification, favorable steel demand
and pricing, and the company's solid financial performance in its
metals distribution segments.

Furthermore, should metal market conditions weaken, Moody's
expects this risk to be mitigated by the countercyclical nature of
metal distributors' cash flow.  Typically, when a metal
distributor enters a cyclical downturn and metals prices and
demand fall, it can replace inventory at lower cost and reduce
overall purchases, which leads to the generation of cash from
working capital reductions.  This moderates working capital
borrowings and maintains liquidity.

Moody's previous rating action for Metals USA was on
Nov. 9, 2005, when the current ratings were assigned to Metals
USA.

Metals USA Holdings Corp., headquartered in Houston, is the parent
company of Metals USA, a leading US distributor of carbon steel,
stainless steel, aluminum, red metals, and manufactured metal
components, operating out of 34 processing and distribution
facilities.  It also operates a Building Products business,
primarily servicing the residential remodeling market and
operating out of 44 manufacturing and distribution facilities.


METALS USA: S&P Assigns CCC+ Rating to $150MM Senior Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Metals USA Holdings Corp. and a 'CCC+' to
Holdings Corp.'s proposed $150 million senior unsecured floating
rate payment-in-kind notes due January 2012.  

Holdings Corp. will become the parent company to Metals USA Inc.  
Neither Metals USA Inc.  Nor any other subsidiaries guarantees the
proposed notes.  Proceeds from the notes will be used to finance a
special dividend of $144.8 million to the company's private equity
holders, Apollo Management LP.

Pro forma for the transaction, the operating company will have
approximately $821 million of debt, adjusted for operating leases,
as of Sept. 30, 2006.

The rating on Houston, Texas-based Metals USA Inc. reflect the
significant volatility associated with its markets and cash flows,
thin margins, and very aggressive financial leverage.

The rating also reflect the company's variable cost structure and
a fair position in its markets.

Ratings List:

   * Metals USA Inc.

      -- Corporate Credit Rating at B/Stable/
      -- $275 million senior secured notes at B-

Rating Assigned:

   * Metals USA Holdings Corp.

      -- Corporate Credit Rating at B/Stable
      -- $150 million senior unsecured notes at CCC+


MGM MIRAGE: Moody's Rates New $750-Million Senior Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new $750
million senior unsecured guaranteed notes due 2017, raised the SGL
rating to SGL-2 from SGL-3 and affirmed MGM Mirage's other
existing ratings.  The new notes will rank pari-passu with
existing senior unsecured debt and proceeds of the notes will be
used to term out existing bank revolver debt.

MGM is expected to be a net borrower over the next few years due
to high capital spending needs for maintenance, CityCenter in Las
Vegas, a permanent gaming facility in Detroit, as well as
investment spending for joint venture projects.

Nevertheless, Moody's expects that MGM will continue to grow its
return on assets and maintain Debt/EBITDA and EBITDA to interest
around 5.5x, and 2.5x, respectively, over the next two years.  

On a last twelve months basis debt to EBITDA and EBITDA to
interest stood at about 5.6x and 3.0x, respectively.  Pursuant to
Moody's published Gaming Rating Methodology, the company's credit
metrics and level of geographic diversification are below average
for the current rating.  However, the company's size, significant
and successful development profile and solid EBITDA margins offset
these risks.

The upgrade of the speculative grade liquidity rating to SGL-2
from SGL-3 is based on the additional liquidty cushion that MGM
will have following the $750 million note issuance and the
subsequent repayment of outstanding revolver loans.  This added
liquidity materially helps improve MGM's ability to meet upcoming
debt amortizations and capital spending plans with internal cash
flow and committed borrowing sources.

The rating outlook is stable reflecting the positive operating
conditions in the company's primary markets, and Moody's
expectation that returns on development spending will be
sufficient to maintain the company's current credit profile.  The
ratings could be downgraded if leverage rises above 6x or if the
company pursues significant share repurchases.  Upward rating
momentum is limited given that the company will be a net borrower
over the next several years and is pursuing other potential
development opportunities.

Rating assigned:

   -- $750 million senior unsecured guaranteed bonds due 2013 at
      Ba2, LGD 3, 43%.

Rating changed:

   -- Speculative grade liquidity rating changed to SGL-2 from
      SGL-3.

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
23 properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois.  MGM MIRAGE also reported plans to develop CityCenter, a
multi-billion dollar mixed-use urban development project in the
heart of Las Vegas, and has a 50 percent interest in MGM Grand
Macau, a hotel-casino resort currently under construction in Macau
S.A.R. Consolidated revenue for the twelve month period ended
Sept. 30, 2006 was about $7.4 billion.


MGM MIRAGE: S&P Puts BB Rating on Proposed $750 Mil. Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to MGM
Mirage's proposed $750 million senior unsecured notes due 2017,
which will be sold pursuant to a prospectus dated
May 9, 2006.

Proceeds from the proposed offerings will be used to repay amounts
outstanding under the company's revolving credit facility and for
general corporate purposes.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'BB' corporate credit rating.

The outlook is stable.

Consolidated debt outstanding at Sept. 30, 2006, was about
$13 billion.


MRJ LLC: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MRJ, LLC
        1460 Echo Lake Road
        Watertown, CT 06795

Bankruptcy Case No.: 06-32179

Chapter 11 Petition Date: December 8, 2006

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen P.C.
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206

Total Assets:   $291,000

Total Debts:  $1,053,789

Debtor's Six Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Cadle Scrapyard of CT, Inc.      1460 Echo Lake          $565,414
100 North Cetner Street          Road, Watertown,        Secured:
Newton Falls, OH 44444           Connecticut             $291,000
                                                     Senior Lien:
                                                         $280,174

Maria Cura                       1460 Echo Lake          $114,000
72 Westwood Drive                Road, Watertown,
Middlebury, CT 06762             Connecticut

Wachovia Bank                    1460 Echo Lake           $87,000
60 North Main Street             Road, Watertown,        Secured:
Waterbury, CT 06702              Connecticut             $291,000
                                                     Senior Lien:
                                                         $852,789

Sega Ready Mix, Inc.             1460 Echo Lake            $7,201
c/o Kenneth W. Merz, AG          Road, Watertown,        Secured:
519 Danbury Road                 Connecticut             $291,000
New Milford, CT 06776                                Senior Lien:
                                                         $845,588

Aetna Casualty & Surety Co.      1460 Echo Lake           Unknown
c/o Howard Moreen, AG            Road, Watertown,        Secured:
151 Farmington Avenue            Connecticut             $291,000
Hartford, CT 06105                                   Senior Lien:
                                                         $939,789


Internal Revenue Service         1460 Echo Lake           Unknown
Department of Treasury           Road, Watertown,        Secured:
135 High Treasury, Stop 155      Connecticut             $291,000
Hartford, CT 06103                                   Senior Lien:
                                                         $852,789


NAPIER ENVIRONMENTAL: Lenders Waive November Interest Payments
--------------------------------------------------------------
Napier Environmental Technologies Inc.'s lenders have agreed to
waive their rights to interest for the month of November 2006 in
an effort to help Napier during this time of re-building their
customer base.  These interest payments have been waived and the
interest otherwise payable shall not be paid or payable currently
or in the future.

Headquartered in Delta, British Columbia, Napier Environmental
Technologies, Inc. (TSX:NIR) -- http://wwwbiowash.com/-- is a
Canadian company primarily engaged in the development, manufacture
and distribution of a wide range of products utilizing
environmentally advanced technology.  The product lines include
coating removal and wood restoration products for both the
industrial/commercial market and the consumer/retail market.

Napier is currently operating under the protection of the Canadian
Bankruptcy and Insolvency Act.


NEWCOMM WIRELESS: Section 341(a) Meeting Slated for January 8
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of NewComm
Wireless Services Inc.'s creditors at 10:30 a.m., on Jan. 8, 2006,
at Choa Building, 500 Tanca Street, First Floor in San Juan,
Puerto Rico.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Guaynabo, Puerto Rico, NewComm Wireless Services,
Inc., is a PCS company that provides wireless service to the
Puerto Rico market.  The company is a joint venture between
ClearComm, L.P. and Telefonica Larga Distancia.  The company filed
for chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R. Case
No. 06-04755).  Carmen D. Conde Torres, Esq., at C. Conde & Assoc.
and Peter D. Wolfston, Esq., at Sonnenschein Nath & Rosenthal LLP
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it reported assets
and liabilities of more than US$100 million.


NOMURA ASSET: Collateral Losses Cue Fitch's Rating Downgrade
------------------------------------------------------------
Fitch Ratings has taken rating actions on Nomura Asset Acceptance
Corp.'s mortgage pass-through securities, series 2001-R1:

   -- Classes A, R-I, R-P affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A'; and,
   -- Class B-3 downgraded to 'B' from 'BB'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $21.75 million of outstanding
certificates.

The negative rating action on class B-3, affecting $326,658 of
outstanding certificates, is the result of higher-than-expected
collateral losses to date and reflects deterioration in the
relationship between future loss expectations and credit support
levels.

As of the November 2006 distribution date, the pool has incurred
cumulative losses of 0.7% of the original collateral balance, and
approximately 25.38% of the remaining pool balance is 90 or more
days delinquent.

The transaction, comprising FHA and VA loans, has a pool factor  
of 23% and is 66 months seasoned.  The mortgage loans are serviced
by Atlantic Mortgage or Select Portfolio Servicing, Inc., rated
'RSS2' by Fitch.

Fitch will continue to closely monitor this transaction.


OCCAM NETWORKS: Changes Financial Reporting End Dates
-----------------------------------------------------
Occam Networks Inc.'s board of directors has approved the changing
of the company's financial reporting to calendar year end and
quarterly reporting.

Historically, the company ended each fiscal quarter and year on
the last Sunday of the corresponding calendar quarter and year.
Beginning with the company's 2007 fiscal year, each fiscal quarter
and fiscal year shall end on the last day of the applicable
calendar quarter and year, and its fiscal year end shall be
December 31 for each year and its fiscal quarters shall end on
March 31, June 30, September 30, and December 31 of each year.

                     Code of Ethics Amendment

The company's Board also approved certain amendments to the
company's code of business ethics and conduct, which applies to
all employees, officers and directors of the company.  The
revisions consist of amendments to clarify and expand certain
sections of the Code, particularly relating to accountability and
reporting procedures and conflicts of interest.  None of the
amendments constituted or affected a waiver of application of any
provision of the Code to its principal executive officer,
principal financial and accounting officer, or person performing
similar functions.

A full text-copy of the Code of Business Conduct and Ethics may be
viewed at no charge at http://ResearchArchives.com/t/s?16df

Based in Santa Barbara, Calif., Occam Networks Inc. (OTCBB:OCNW)
-- http://www.occamnetworks.com/-- develops and markets  
innovative Broadband Loop Carrier networking equipment that enable
telephone companies to deliver voice, data and video services.
Based on Ethernet and Internet Protocol technologies, Occam's
equipment allows telecommunications service providers to
profitably deliver traditional phone services, as well as advanced
voice-over-IP, residential and business broadband, and digital
television services through a single, all-packet access network.

                        Going Concern Doubt

PriceWaterhouseCoopers, LLP, expressed substantial doubt about
Occam Networks, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's continued incurrence significant operating losses and
negative cash flows from operations since inception.


ON THE BAY: Case Summary and Largest Unsecured Creditor
-------------------------------------------------------
Debtor: On the Bay Yacht Club, LLP
        801 Brickell Bay Drive, Suite 471
        Miami, FL 33131

Bankruptcy Case No.: 06-16419

Chapter 11 Petition Date: December 7, 2006

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Michael A. Frank, Esq.
                  Brooks Frank & De La Guardia
                  10 Northwest LeJeune Road, Suite 620
                  Miami, FL 33126
                  Tel: (305) 443-4217
                  Fax: (305) 443-3219

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Jerry Gonzalez                   Professional Fees        $35,000
7728 Soutwest 102 Place
Miami, FL 33173


PC HOTELS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: PC Hotels, LLC
        dba Days Inn & Conf. Center of Moorhead
        dba AmericInn Lodge & Suites of Moorhead
        600 30th Avenue South
        Moorhead, MN 56560

Bankruptcy Case No.: 06-60498

Chapter 11 Petition Date: December 5, 2006

Court: District of Minnesota (Fergus Falls)

Judge: Dennis D O'Brien

Debtor's Counsel: Joseph W. Dicker, Esq.
                  Joseph W. Dicker PA
                  1406 West Lake Street Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Days Inn International                             $1,400,000
   1 Sylvan Way
   Parsipany, NJ 07054

   Internal Revenue Service                             $460,000
   30 Seventh Street East, Suite 1222
   St. Paul, MN 55101

   Paul & Cathy Cronen                                  $260,000
   2702 Rivershore Drive
   Moorhead, MN 56560

   Days Inn Worldwide Inc.                              $209,508

   Arrowhead                                            $128,360

   MN Department of Revenue                             $120,000

   Jerry Knoblauch                                      $115,000

   Lyon Financial Services                               $30,605

   Clay County                                           $26,000

   Wieland Investments                                   $20,000

   John Cronen                                           $10,000

   Moorhead Public Service                                $8,779

   Securtais Security                                     $5,158

   Rick Electric Inc.                                     $5,043

   Ameripride                                             $3,848

   World Cinema Inc.                                      $3,696

   AAA                                                    $3,519

   Safe Mark                                              $3,097

   Concordia Athletic Department                          $1,600

   WDAY AM                                                $1,510


PEABODY ENERGY: Fitch Rates New $550-Mil. Junior Debt at BB-
------------------------------------------------------------
Fitch rated the $500 million convertible junior subordinated
debentures due 2066 at 'BB-'.

The ratings of the $650 million senior notes due 2013, the
$250 million senior notes due 2016, the $650 million senior notes
due 2016, the $250 million notes due 2026, the $1.8 billion
revolving credit facility, and the $950 million term loan facility
are affirmed at 'BB+'.

The Rating Outlook is Stable.

The proceeds of new debentures will be used to repay borrowings
under the bank facilities used to finance, in part, the
acquisition of Excel Coal Limited.

Based upon Fitch's hybrid rating criteria published on Sept. 27,
2006, Fitch has assigned the debentures to class C and will
allocate 50% of the principal to adjusted equity and 50% to
adjusted debt in evaluating the financial leverage of Peabody.

Key features supporting the equity credit class of the debentures
include the junior subordinate ranking, ten-year cumulative
optional deferral of interest payments, a 60-year maturity with
restrictions on redemption or repurchasing securities for
30 years except in certain limited circumstances.  Without the
cash settlement conversion feature upon a non-stock change of
control, the debentures would have received 75% equity credit.

The ratings reflect Peabody's large, well diversified operations,
good control of low cost production, strong liquidity and moderate
leverage.  The outlook is for coal producers to continue to
benefit from a strong pricing environment over the near term.

Peabody is the largest US coal producer fueling 10% of domestic
electricity generation.  Pro forma for the Excel acquisition and
completed development, the company will be the fifth largest coal
producer in Australia.  Peabody's operations are well diversified
with new activity concentrated in the Powder River Basin and the
Illinois Basin where it dominates.  Peabody has over 9 billion
tons of coal reserves.


PERFORMANCE TRANSPORTATION: Files Schedule of Unexpired Leases
--------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates filed with the U.S. Bankruptcy Court for the Western
District of New York their schedule of executory contracts and
unexpired leases, which they seek to assume pursuant to Sections
365 and 1123 of the Bankruptcy Code.

Garry M. Graber, Esq., at Hodgson Russ LLP in Buffalo, New York,
notes that the Contract/Lease Schedule does not include executory
contracts or unexpired lease that have been previously assumed by
the Debtors by order of the Court.

All the Debtors' executory contracts or unexpired leases not set
forth in the Contract/Lease Schedule that were not previously
rejected will be deemed rejected as of the Effective Date, Mr.
Graber adds.

The failure of any non-Debtor party to an executory contract or
unexpired lease to file and serve an objection to the cure amount
set forth on the Contract/Lease Schedule for the executory
contract or unexpired lease by Dec. 18, 2006, at 4:00 p.m., EST,
will be deemed a consent to the cure amount.

A full-text copy of the Contract/Lease Schedule is available at
no charge at http://researcharchives.com/t/s?16ed

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


PGMI INC: Reports $727,852 Net Loss in Quarter Ended Sept. 30
-------------------------------------------------------------
PGMI Inc. posted a $727,852 net loss on $5.5 million of net
revenues for the three months ended Sept. 30, 2006, compared with
$18,101 of net income on $6.3 million of net revenues for the same
period in 2005.

The increase in net loss, the company said, could be attributed to
the decrease of gaming revenue due to the high competition and
$325,000 of investor relations fee incurred in the three months
ended Sept. 30, 2006.

The company's balance sheet at Sept. 30, 2006, showed $61.1
million in total assets, $53.4 million in total liabilities and a
$7.6 million positive stockholders' equity.

As of Sept. 30, 2006, the company's balance sheet also showed
strained liquidity with $9.8 million in total current assets
available to pay $14.3 million in total current liabilities.

A Full-text copy of the company's first quarter financials is
available for free at http://researcharchives.com/t/s?1711

As of Sept. 30, 2006, five new stores were under construction or
planning to construct.  On Oct. 30, 2006, a new store in Bando-
city with 560 machines will be open.  The total cost of the Bando
store is approximately $9,100,000.  The company is currently
constructing a new store in Gyoda-city.  The Gyoda store is to be
opened in December 2006 and the estimated total costs at
completion are approximately $9,600,000.  $3,200,000 of
construction cost for the two new stores incurred during the
period ended Sept. 30, 2006, is capitalized as either land or
construction in progress.

In addition to the Bando and Gyoda stores, the company plans to
construct three stores to be opened in 2007 and 2008.  These
stores will operate between 500 to 800 Pachinko and Pachislot
machines each.  As of Sept. 30, 2006, the company incurred
approximately $1,200,000 of construction in progress costs for
these three sites.  The company plans to leverage our expertise
and capitalize on new development opportunities to expand our
operations in Japan.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 10, 2006,
McKennon, Wilson & Morgan LLP expressed substantial about PGMI
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the fiscal years ended June 30,
2006 and 2005.  The auditing firm pointed to the company's losses,
working capital deficiency at June 30, 2006, and commitments to
fund new store expansions.

                          About PGMI Inc.

PGMI Inc. provides pachinko gaming entertainment in Japan.  The
company traces its origin to its founder Gakushin Kanemoto's
pachinko business in 1951.  It later incorporated in Japan as
Marugin Co., Ltd in 1972.  The management team brings many decades
of experience in the pachinko industry to  PGMI.  Currently the
company operates 13 locations in Japan.


PLANET TECH: Posts $395,205 Net Loss in Quarter Ended Sept. 30
--------------------------------------------------------------
Planet Technologies Inc. incurred a $395,205 net loss on
$1,872,047 of sales for the three months ended Sept. 30, 2006,
versus a $280,924 net loss on $1,183,459 of sales for the three
months ended Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed $3,673,468
in total assets, $1,818,008 in total liabilities and stockholders'
equity of $1,855,460.

                     Website Security Breach

On Oct. 11, 2006, the company became aware of a security breach to
its website.  Upon discovery, the website was immediately taken
offline, local and federal law enforcement agencies as well as
credit card service providers were notified and an investigation
commenced to assess the full extent of the breach.  As of this
date, the investigation is ongoing and, as such, the company
cannot make a determination as to whether any customer financial
information has been compromised and to what extent.  The
company's website was repaired and tested by systems experts and
restored to full operation on Oct. 27, 2006.

For the period during which customers were unable to place an
order on the company's website, it is unknown what effect, if any,
this had on company sales.  In addition, it is anticipated the
Company will incur increased legal, accounting and IT consulting
expenses for the fourth quarter of 2006 and perhaps subsequent
periods as a result of the breach.  At this time, management does
not anticipate that either the loss of sales or increased expenses
will have a material adverse effect on the results of operations.

                       Going Concern Doubt

J.H. Cohn LLP, in Jericho, New York, expressed raise substantial
doubt about Planet Technologies' ability to continue as a going
concern after it audited the company's financial statements for
the years ended Dec. 31, 2005 and 2004.  The auditing firm pointed
to the company's recurring net losses resulting in an accumulated
deficit of $5,210,891 and working capital deficiency of $303,717
as of Dec. 31, 2005.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?1710

Headquartered in Ridgefield, Connecticut, Planet Technologies,
Inc. (PLNT.OB) -- http://www.planettechinc.com/-- formerly known  
as Planet Polymer Technologies, Inc., is engaged in the business
of designing, manufacturing, selling and distributing common
products for use by allergy sensitive persons, including, without
limitation, air filters, bedding, room air cleaners, and related
allergen avoidance products.  The business strategy is primarily
based upon promotion of products directly to the consumer by
telemarketing to the company's database of customers who have
purchased the Allergy Free Electrostatic Filter.


PRESIDENT CASINOS: Court Confirms Subsidiary's Reorganization Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri has
entered an order confirming the Chapter 11 plan of reorganization
submitted by President Riverboat Casino-Missouri, Inc., a wholly
owned subsidiary of President Casinos, Inc., that conducts
President's St. Louis, Missouri gaming operations.

The plan of reorganization approved by the Court provides that the
stock of PRC-MO will be sold to Pinnacle Entertainment, Inc. for
approximately $31 million pursuant to the terms of a purchase
agreement previously entered into between President and Pinnacle.  
Upon closing of the transaction, the plan of reorganization calls
for the creation of a distribution trust to distribute to
creditors the proceeds of the sale and certain other assets of
PRC-MO.  All priority and administrative claims and claims of
unsecured trade creditors will be paid in full pursuant to the
plan of reorganization.

The plan of reorganization also provides that holders of
President's outstanding bonds will be paid the amount of their
claims less a $10 million discount (or $50.6 million).  An
aggregate of $5 million of the $10 million discount will be
permanently waived, and the remaining $5 million will be deferred
and be payable from one-half of any future amounts in excess of
$5 million recovered by President pursuant to certain specified
pending litigation and tax refund claims.

In addition, under the plan of reorganization the first $5 million
from such litigation and tax refund claims and one-half of any
recoveries in excess of $5 million will be used first to pay the
outstanding bankruptcy claim of John Edward Connelly & Associates
and its assignees (in the amount of approximately $3.3 million)
with the balance to be distributed to President.

The plan of reorganization does not become effective until the
closing of the sale of the stock of PRC-MO to Pinnacle
Entertainment.  The Missouri Gaming Commission has approved the
sale of PRC-MO stock to Pinnacle.  The closing of the sale
transaction remains subject to various closing conditions.

Headquartered in St. Louis, Missouri, President Casinos Inc.
(OTC:PREZQ.OB) -- http://www.presidentcasino.com/-- currently  
owns and operates a dockside gaming casino in St. Louis, Missouri
through its wholly owned subsidiary, President Missouri.  The
Debtor filed for chapter 11 protection on June 20, 2002 (Bankr.
S.D. Miss. Case No. 02-53055).  On July 11, 2002, substantially
all of Debtor's other operating subsidiaries filed for chapter 11
protection in the same Court.  The Honorable Judge Edward Gaines
ordered the transfer of President Casino's chapter 11 cases from
Mississippi to Missouri.  The case was reopened on Nov. 5, 2002
(Bankr. E.D. Mo. Case No. 02-53005).  Brian Wade Hockett, Esq., at
Hockett Thompson Coburn LLP, represents the Debtors in their
restructuring efforts.  David A. Warfield, Esq., at Blackwell
Sanders Peper Martin LLP, represents the Official Committee of
Unsecured Creditors.  Thomas E. Patterson, Esq., and Ronn S.
Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and E.
Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone, Leyton
& Gershman, P.C., represent the Official Committee of Equity
Security Holders.


PRESTIGE FOODS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Prestige Foods of Iowa, LLC
        200 16th Street
        Sheldon, IA 51201

Bankruptcy Case No.: 06-01585

Type of Business: The Debtor operates a meat processing business.

Chapter 11 Petition Date: December 12, 2006

Court: Northern District of Iowa (Sioux City)

Debtor's Counsel: Donald H. Molstad, Esq.
                  Molstad Law Firm
                  701 Pierce Street, Suite 305
                  Sioux City, IA 51101
                  Tel: (712) 255-8036

Total Assets: $1,062,700

Total Debts:  $5,468,652

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


Q-C CARRIAGE: Case Summary & 23 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Q-C Carriage Hills, LLC
             7 West Ridgely Road, #100
             Lutherville, MD 21093

Bankruptcy Case No.: 06-18022

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Q-C Catonsville, LLC                       06-18024

Type of Business: The Debtors are affiliates of Chesapeake
                  Village, LLC, which filed for chapter 11
                  Protection on Aug. 24, 2006 (Bankr. D. Md.
                  Case No. 06-15094).

Chapter 11 Petition Date: December 12, 2006

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtors' Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

                               Total Assets     Total Debts
                               ------------     -----------
Q-C Carriage Hills, LLC        $7,500,000        $9,625,732

Q-C Catonsville, LLC           $3,000,000        $4,049,548

A. Q-C Carriage Hills, LLC's 11 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Quillen Development, Inc.                            $300,000
   7 West Ridgely Road, Suite 100
   Lutherville, MD 21093

   Q-C Enterprises, Inc.                                $250,000
   7 West Ridgely Road, Suite 100
   Lutherville, MD 21093

   C.J. Johnston, Inc.                                   $10,000
   9500 Amberly Lane
   Perry Hall, MD 21128

   Whiteford, Taylor & Preston LLP                        $5,892

   D.S. Thaler & Associates                               $4,278

   The Hartford                                           $4,000

   Mayor and City Council of Baltimore                       $35

   H. Eric Chadwick                                           $1

   Clark Turner Signature Homes, LLC                          $1

   Erie Insurance                                             $1

   Baltimore County, Maryland                                 $1
   Attn: Treasurer

B. Q-C Catonsville, LLC's 12 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Quillen Development, Inc.                            $200,000
   7 West Ridgely Road, Suite 100
   Lutherville, MD 21093

   Q-C Enterprises, Inc.                                $150,000
   7 West Ridgely Road, Suite 100
   Lutherville, MD 21093

   C.J. Johnston, Inc.                                   $10,000
   9500 Amberly Lane
   Perry Hall, MD 21128

   The Hartford                                           $4,000

   ECS, LLC                                               $3,261

   Paul J. Rach, Inc.                                     $2,835

   D.S. Thaler & Associates                               $1,470

   Erie Insurance                                             $1

   AutoZone Property Management                               $1

   7-Eleven, Inc.                                             $1

   Mayor and City Council of Baltimore                        $1

   Baltimore County Office of Finance                         $1


REFCO INC: Seven Claimants Want Temporary Allowance on Claims
-------------------------------------------------------------
Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, seven claimants separately ask the U.S. Bankruptcy
Court for the Southern District of New York for temporary
allowance of their claims for purposes of voting on Refco, Inc.'s
Chapter 11 Plan.

The Claimants are:

Claimant                    Claim Amount   Asserted Claim Status
--------                    ------------   ---------------------
West Loop Associates, LLC    $77,753,268   Unsecured

PlusFunds Group, Inc.        220,000,000   Unsecured

Gerald M. Sherer              10,597,620   Admin. Expense

Stephen Grady                  2,069,916   Admin. Expense

Nomura International plc       1,406,696   RCM Class 3 FX/
                                           Unsecured Claim

RBC Dexia Investor Services    2,999,113   RCM Class 3 FX/
Espana, S.A.                               Unsecured Claim

Ixis Corporate & Investment    4,673,994   RCM Class 3 FX/
Bank                                       Unsecured Claim

PlusFunds asserts that it is entitled to an amount precisely
equal to a preference cash plus its so-called "enterprise value"
of $220,000,000 and unliquidated damages in an amount to be
determined at trial related to PlusFunds' lost management fees.

PlusFunds contends that its claim reflects the actual amounts
owed by the Debtors arising from breach of contract, fraud and
related torts committed by the Debtors and their officers and
directors.

PlusFunds asks the Court for voting ballots for:

   * Class 5(a) Contributing Debtors General Unsecured Claims,
   * Class 5(a) FXA General Unsecured Claims, and
   * Class 3 RCM FX/Unsecured Claims.

West Loop asserts:

   -- a $9,949,142 claim arising under the rejection of Refco
      Group Ltd.'s lease with West Loop; and

   -- a $67,695,652 damage incurred upon its purchase of
      property in reliance on misrepresentations by RGL and
      other Debtors, including in an estoppel certificate that
      predated the Debtors' filing for bankruptcy.

Ixis and Nomura ask Judge Drain to clarify that their votes will
be for voting purposes only and will not affect the ultimate
determination and treatment of their claims, and that the
elections will apply regardless of the ultimate claims
classification.  Ixis and Nomura received FX/Unsecured Ballots.

The Claimants further insist that allowance of their Claims
solely for voting purposes will foster the goals of the
Bankruptcy Code by encouraging creditor voting, and will not
prejudice any party.

To be entitled to vote, a creditor must hold an allowed claim or
interest.  Bankruptcy Rule 3018(a), however, provides a mechanism
to enable a creditor to vote to accept or reject a debtor's plan,
prior to allowance of its claim.  Rule 3018(a) provides that
notwithstanding objection to a claim or interest, the court after
notice and hearing may temporarily allow the claim or interest in
an amount which the court deems proper for the purposes of
accepting or rejecting a plan.

                          About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a     
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to
the Bankruptcy Court on the first day of its chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.

(Refco Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


REFCO INC: Parties Ink Pact Resolving Alqahtani's Claim
--------------------------------------------------------
Pursuant to a stipulation approved by the U.S. Bankruptcy Court
for the Southern District of New York, Saeed Abdulrahman Alqahtani
and Refco F/X Associates agree that FXA will immediately pay
$2,300,000, in cash, to Mr. Alqahtani, by wire transfer.

Mr. Alqahtani will waive and release all claims, rights, remedies
and causes of action that he has or may assert against FXA or any
of the other debtors or estates in the Debtors' consolidated
Chapter 11 cases or their professionals.

Before Refco, Inc., and its debtor-affiliates filed for
bankruptcy, Mr. Alqahtani initiated a $3,000,000 wire transfer
from his account at Bank Albilad in Riyadh, Saudi Arabia, to a
bank account maintained by FXA at Bank of America.

J.P. Morgan Chase, the intermediary bank, wired the Funds to BofA
through the Fedwire Funds Service, a settlement system
administered by Federal Reserve Bank for participating banks.

According to the wire transfer detail, JPMorgan issued the
applicable payment order to FRB at 9:02 p.m. on October 17, 2005,
less than three hours before FXA's commencement of its Chapter 11
case at 11:54 p.m.  The Funds were subsequently credited to FXA's
BofA account.  In a payment advice to FXA, BofA showed
acknowledgement of receipt of the Funds in FXA's account at 7:00
a.m. on Oct. 18, 2006.

Mr. Alqahtani continued to use FXA's Web site to execute trades
postpetition.  As a result of those trades, Mr. Alqahtani
asserts, the value of his FXA account as of May 25, 2006, was
about $5,865,000.

Mr. Alqahtani has filed an administrative expense priority claim
against FXA in the full amount of the value of his FXA account.

FXA does not dispute the asserted claim amount.  However, it
disputes that the claim is entitled to administrative expense
priority and to treatment as a general unsecured prepetition
claim, for which Mr. Alqahtani would receive a pro rata
distribution like other FXA customers.

Mr. Alqahtani and FXA agree on the claim amount, but disagree
over whether his claims are entitled to priority as an
administrative expense.

Mr. Alqahtani argues that his $3,000,000 FXA deposit occurred
postpetition and that his claim for its return is entitled to
postpetition treatment as an administrative expense.  He also
contends that his trading gains of $2,865,000 during the Debtors'
Chapter 11 case are entitled to administrative expense priority
because:

   -- his claim for the deposit is entitled to that treatment;
      and

   -- FXA permitted continued trading in customers' foreign
      exchange accounts after the Chapter 11 filing and,
      therefore appeared to continue to conduct its business in
      the ordinary course under Section 1108.

Furthermore, Mr. Alqahtani avers that even if his deposit was
made prepetition -- so that his initial account balance was
entitled to be allowed as a general unsecured claim -- his
postpetition trading gains were incurred in FXA's continued
operations in the ordinary course of business, and are therefore
entitled to administrative expense priority.

However, FXA argues that Mr. Alqahtani's deposit actually
occurred when JPMorgan sent the wire to BofA, about three hours
prepetition, and that, therefore his deposit claim is a general
unsecured prepetition claim.  FXA also states that any
postpetition foreign exchange trading gains that customers made
as a result of FXA keeping the computer trading platform open are
entitled only to the same priority as the claims with which the
customers traded -- that is, the general unsecured prepetition
claims resulting from the prepetition deposits -- and that they
should be netted against the customers' Petition Date account
balances to arrive at a prepetition claim amount.

Mr. Milmoe says that if Mr. Alqahtani is successful in asserting
priority for both portions of his claim, the estate would be
obligated to pay him more than $5,800,000 in cash.  Even if he is
successful in asserting priority for only one of the two portions
of his claim, the estate would be obligated to pay him from
$2,800,000 to $3,000,000 in cash as an administrative expense
claim, and a partial distribution on the balance of his claim,
which is estimated at 10% to 35%, for a total cash distribution
of $3,080,000 to $4,050,000.

On the other hand, Mr. Milmoe notes, if FXA is successful in
defeating Mr. Alqahtani's claim for priority, FXA would make a
partial distribution on the Claim, of $580,000 to $2,030,000.  
There would also be litigation expense for both sides and
substantial delay for Mr. Alqahtani in receiving any
distribution, Mr. Milmoe says.

                          About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a     
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and $16.8 billion in debts to
the Bankruptcy Court on the first day of its chapter 11 cases.

On Oct. 6, 2006, the Debtors filed their Amended Plan and
Disclosure Statement.  On Oct. 16, 2006, the gave its tentative
approval on the Disclosure Statement and on Oct. 20, 2006, the
Court Clerk entered the written disclosure statement order.

The hearing to consider confirmation of Refco, Inc., and its
debtor-affiliates' plan is set for Dec. 15, 2006.  Objections to
the plan, if any, must be in by Dec. 1, 2006.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC,
is a regulated commodity futures company that has businesses in
the United States, London, Asia and Canada.  Refco, LLC, filed
for bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as
Refco Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner
is represented by Bingham McCutchen LLP.  RCM is Refco's
operating subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management
LLC, Refco Managed Futures LLC, and Lind-Waldock Securities LLC,
filed for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-11260 through 06-11262).

Refco Commodity Management, Inc., formerly known as CIS
Investments, Inc., a debtor-affiliate of Refco Inc., filed for
chapter 11 protection on Oct. 16, 2006 (Bankr. S.D.N.Y. Case No.
06-12436).  RCMI's exclusive period to file a chapter 11 plan
expires on Feb. 13, 2007.

(Refco Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


REMY INTERNATIONAL: Moody's Cuts Corporate Family Rating to Caa3
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Remy
International, Inc.:

   -- Corporate Family Rating to Caa3 from Caa1
   -- Probability of Default Rating to Caa2 from B3;
   -- second priority secured notes to Caa3 from B3;
   -- guaranteed senior unsecured notes to Caa3 from Caa1; and
   -- the guaranteed senior subordinated notes to Ca from Caa2.

The downgrades reflect the risks that the continued weakness in
the company's credit metrics and cash generation, combined with
the ongoing challenges in the automotive parts supply sector,
could place considerable stress on the company's near term
liquidity and could also limit its ability to fund the maturity of
the $145 million of senior notes maturing in December of 2007.

Remy reported that it is exploring a range of potential
refinancing options, including possible asset sales, that will
help address its near term funding requirements.  To the extent
that Remy is not successful in pursuing these options, it could
face the potential of a distressed restructuring of its unsecured
obligations.

The negative outlook reflects the uncertainty associated with the
successful completion of a refinancing initiative.

Although Moody's Automotive Supplier Methodology indicates higher
ratings on factors such as revenue growth and diversification, the
considerable pressure on the company's liquidity and refinancing
profile supports a Caa3 corporate family rating.

Ratings lowered:

   -- Corporate Family Rating, to Caa3 from Caa1,

   -- Probability of Default Rating to Caa2 from B3,

   -- $125 million of guaranteed second-priority senior secured
      floating rate notes to Caa3, LGD4, 53% from B3, LGD4, 53%;

   -- $145 million of 8.625% guaranteed senior unsecured notes to
      Caa3, LGD5, 71% from Caa1, LGD5, 72%;

   -- $150 million of 9.375% guaranteed senior subordinated notes
      to Ca, LGD6, 92% from Caa2, LGD6, 92%;

   -- $165 million of 11% guaranteed senior subordinated notes to
      Ca, LGD6, 92% from Caa2, LGD6, 92%

The last rating action was on Sept. 22, 2006 when the LGD
Methodology was applied.

The $80 million senior secured term loan and the senior secured
asset based revolving credit facility are not rated by Moody's.

For the twelve month period ending Sept. 30, 2006, Debt/EBITDA  
was 11.0x, and EBIT/Interest approximated 0.5x.  Free cash flow
was approximately negative $34 million.  Availability under the
company's asset based revolver was approximately $93 million at
Sept. 30, 2006.  Balance sheet cash of $27 million was maintained
in non-guarantor subsidiaries.

Factors that could result in further pressure on the company's
rating include evidence that the company is not making adequate
progress in pursuing its refinancing initiatives.

Additional rating pressure could result from indications that:

   -- declining automotive volume or market share loss will
      further erode the company's revenue base;

   -- the restructuring cost savings are not being adequately
      realized; and,

   -- working capital requirements or other needs are resulting
      in continuing free cash flow deficits.

Factors that could contribute to a stabilization of the company's
outlook include:

   -- a successful completion of an adequate refinancing program;
      and,

   -- evidence that Remy's restructuring and cost reductions
      efforts will support significantly improved operating cash
      flow performance and credit metrics.

These metrics would include EBIT/interest expense consistently
over 1x and Debt/EBITDA consistently below 6x.

Remy International, Inc., is headquartered in Anderson, Indiana.
The company is a leading global manufacturer and remanufacturer of
aftermarket and original equipment electrical components for
automobiles, light trucks, heavy duty trucks and other heavy duty
vehicles.  Remy International is privately owned in the following
approximate percentages by affiliates of Citicorp Venture Capital;
Berkshire Hathaway; and management/miscellaneous other investors.  
Annual revenues over the last twelve months approximated $1.4
billion.


RISKMETRICS GROUP: S&P Junks Rating on Proposed $130-Mil. Loan
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to New York City-based RiskMetrics Group Holdings
LLC, a global supplier of risk analytics, data, and processing.

The outlook is stable.

"At the same time, we assigned our 'B+' bank loan rating, with a
recovery rating of '1', to the company's proposed $325 million
first priority senior secured bank facility, which will consist of
a $300 million term loan (due 2014) and a $25 million revolving
credit facility (due 2013), indicating a high expectation of full
recovery of principal in the event of a payment default," said
Standard & Poor's credit analyst David Tsui.

Standard & Poor's assigned its 'CCC+' bank loan rating, with a
recovery of '4', to the proposed $130 million second priority term
loan, indicating that lenders can expect a marginal  recovery of
principal in the event of a payment default.

All ratings are based on preliminary offering statements and are
subject to review upon final documentation.

Proceeds from the $300 million first lien term loan and
$130 million second lien term loan, along with $80 million cash on
hand and $60 million of rollover equity, will be used to fund the
purchase of Institutional Shareholder Services, a provider of
proxy voting and corporate governance services, refinance existing
debt of ISS and pay for transaction-related expenses.

The ratings on RiskMetrics Group reflect the company's narrow
business profile, short operating track record at current revenue
and profitability levels, and high leverage.  These factors are
partly offset by its predictable and recurring revenue stream
stemming from high renewal rates and subscription-based revenues,
and favorable business segment growth.


RIVIERA HOLDINGS: S&P Holds B Rating with Developing Outlook  
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' ratings on Las
Vegas-based casino owner and operator Riviera Holdings Corp. and
removed the ratings from CreditWatch, where they were
placed with developing implications on Nov. 13, 2006.

The outlook is developing.

Total debt outstanding at Sept. 30, 2006, was about $215 million.

The affirmation and CreditWatch resolution comes after the
company's report that the 30-day exclusive negotiating agreement,
along with approvals and waivers granted by Riviera's board, which
the company entered into with Ian Bruce Eichner and a member of
the D.E. Shaw group, expired.

There continue to be questions about Riviera's long-term operating
strategy, given its pursuit of strategic alternatives and the more
recent discussions to sell the company.  As a result, the outlook
is developing.


SAINT VINCENTS: Bayonne Takes Over SV Staten Island
---------------------------------------------------
The New York State Hospital Review & Planning Council approved,
on Dec. 8, 2006, Bayonne Medical Center's proposed takeover of St.
Vincent's Hospital in Staten Island, Ronald Leir of The Jersey
Journal reports.

The State Health Department's Project Review Committee had, on
November 30, 2006, given its nod of Bayonne's plan for the
hospital.  The U.S. Bankruptcy Court for the Southern District of
New York had also previously approved the sale.

Mr. Leir relates that it is still unclear if the New Jersey
Attorney General's Office will intervene to safeguard how
Bayonne's charitable assets -- and the hospital's clinic programs
serving indigent patients -- would be protected.

"We are very pleased everything has progressed on schedule and we
look forward to completing the (real estate) closing for the new
hospital entity by the end of the month," Mr. Leir quotes Bayonne
spokesman Paul Swibinski.

Mr. Swibinski further said that he hopes Bayonne's dispute with
the New York Department of Education on renaming St. Vincent
Staten Island as Richmond University Medical Center would be
resolved.  The state had objected to the name arguing that the new
entity won't confer degrees.  Bayonne argued that it should be
able to use the name since it is a teaching hospital.

New Jersey Health Commissioner Fred Jacobs, and Bayonne Mayor and
State Sen. Joseph V. Doria, Jr., have asked representatives of
both Bayonne and the Coalition to Save Bayonne Medical Center to
get together and work out their differences, Mr. Leir reports.

                  Gideon Barred from Facility

Dawn Gideon, executive director of St. Vincent's Hospital in West
Brighton, has been forced out by the hospital's parent company due
to conflict-of-interest concerns, Lisa Schneider of the Staten
Island Advance reports.

Ms. Gideon was dismissed due to her involvement in discussions
with Bayonne Medical Center in heading the new parent company of
Bayonne and the West Brighton Hospitals.

When SVCMC learned that Ms. Gideon was involved in the
discussions, it "took steps to ensure against a conflict,"
Ms. Schneider quotes Michael Fagan, an SVCMC spokesman.

Preventive steps included contacting the U.S. Trustee, Judge Adlai
S. Hardin, the Official Committee of Unsecured Creditors, and the
attorney general's office.

Although Ms. Gideon was able to retrieve personal belongings left
at St. Vincent's through other employees, a memo warned the she
"should not enter SVCMC property or try to access the SVCMC
computer network until further notice..." Ms. Schneider relates.

Ms. Gideon, an employee of Chicago-based Huron Consulting Group,
had planned to leave St. Vincent's at the end of December but was
pushed out early due to her conversations with Bayonne about
potential employment.

Ms. Gideon stated that she had engaged in only a few, informal
conversations with Bayonne's board chairman about assuming a
position with that entity after its former CEO, Robert Evans,
unexpectedly resigned in early November.

"Dawn Gideon is not a candidate to be CEO of Bayonne Medical
Center" Ms. Schneider quotes Paul Swibinski, a Bayonne spokesman.  
"She has removed herself from consideration," Mr. Swibinski
added.

When asked whether SVCMC planned to pursue further legal action
against Huron, Ms. Schneider quotes Mr. Fagan as saying, "I don't
think any determination has been made on that."

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 40 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SALOMON BROTHERS: Moody's Junks Rating on $15 Mil. of Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the ratings of four classes and affirmed the ratings of
seven classes of Salomon Brothers Commercial Mortgage Trust 2001-
C1, Commercial Mortgage Pass-Through Certificates, Series 2001-C1:

   -- Class A-2, $34,321,712, Fixed, affirmed at Aaa;
   -- Class A-3, $514,049,000, Fixed, affirmed at Aaa;
   -- Class X, Notional, affirmed at Aaa;
   -- Class X-2, Notional, affirmed at Aaa;
   -- Class B, $40,490,000, Fixed, upgraded to Aaa from Aa1;
   -- Class C, $40,489,000, Fixed, upgraded to Aa1 from A;2
   -- Class D, $11,909,000, Fixed, upgraded to Aa2 from A3;
   -- Class E, $14,290,000, Fixed, upgraded to A1 from Baa1;
   -- Class F, $14,291,000, Fixed, upgraded to Baa1 from Baa2;
   -- Class G, $14,290,000, Fixed, affirmed at Baa3;
   -- Class H, $19,054,000, Fixed, affirmed at Ba1;
   -- Class J, $19,054,000, Fixed, affirmed at Ba3;
   -- Class K, $7,145,000, Fixed, downgraded to B2 from B1;
   -- Class L, $7,145,000, Fixed, downgraded to Caa1 from B3;
   -- Class M, $7,145,000, Fixed, downgraded to C from Caa2; and,
   -- Class N, $1,090,902, Fixed, downgraded to C from Caa3.

As of the Nov. 20, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 21.8%
to $744.8 million from $952.7 million at securitization.  The
Certificates are collateralized by 160 mortgage loans ranging in
size from less than 1.0% to 2.4% of the pool, with the top 10
loans representing 18.5% of the pool.  Twelve loans, representing
10.1% of the pool, have defeased and have been replaced with U.S.
Government securities.

Seven loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $22.7 million.
Currently three loans, representing approximately 2.3% of the
pool, are in special servicing.  Moody's has estimated aggregate
losses of approximately $2.7 million for all of the specially
serviced loans.  Thirty seven loans, representing 21.2% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 and partial year 2006
operating statements for 92.5 and 51%, respectively, of the
performing loans.  Moody's loan to value ratio is 83.1%, excluding
the defeased and specially serviced REO loans, compared to 86.6%
at Moody's last full review in January 2005 and compared to 88.1%
at securitization.

Moody's is upgrading Classes B, C, D, E and F due to improved
overall pool performance, defeasance and increased credit
subordination levels.  Moody's is downgrading Classes K, L, M and
N due to realized and expected losses from the specially serviced
loans.

The top three non-defeased loans represent 6.6% of the pool.  The
largest loan is the Van Ness Post Centre Loan, which is secured by
a 109,000 square foot mixed use property and an adjacent
144-space parking garage located in San Francisco, California.
Approximately 70.9% of the property is occupied by Circuit City
and 24 Hour Fitness on leases expiring in 2010.  The property is
98% occupied, compared to 94% at last review.

Moody's LTV is 89%, compared to 93.2% at last review.

The second largest loan is the Ironwood Apartments Loan, which is
secured by a 288-unit Class A garden apartment complex located in
Houston, Texas.  The property is 92.7% occupied, essentially the
same as last review.  Although the property has maintained a
stable occupancy, its financial performance has been impacted by
weak market conditions.  

Moody's LTV is in excess of 100%, the same as at last review.

The third largest loan is the Union Square Marketplace Shopping
Center Loan, which is secured by a 189,000 square foot community
shopping center located in approximately 20 miles east of Oakland
in Union City, California.  The center is anchored by Safeway and
Rite Aid and is 99.7% occupied.

Moody's LTV is 65.9%, compared to 71.6% at last review.

The pool's collateral is a mix of retail, office and mixed use,
multifamily, U.S. Government securities, industrial and self
storage, lodging and healthcare.  The collateral properties are
located in 34 states.  The top five state concentrations are
California, Massachusetts, New York, New Jersey and Texas.


SASKATCHEWAN WHEAT: Shareholders Reelect 11 Directors to Board
--------------------------------------------------------------
Saskatchewan Wheat Pool Inc. held its annual meeting of common
shareholders in Regina, recognizing its first year since becoming
a federal corporation governed by the Canada Business Corporations
Act.

As part of the formal business of the meeting, Pool shareholders
re-elected eleven directors of the Board and re-appointed Deloitte
& Touche LLP, as the company's auditors.  Approximately 44% of the
Pool's total shares outstanding were represented at the meeting in
person or by proxy.

Shareholders voted overwhelmingly in favor of the Board's re-
election and for the re-appointment of the company's auditors.

The Pool's eleven-member Board consists of:

   -- Mr. Ryan Anderson, Pool director, is a graduate of the
      University of Saskatchewan's Agriculture program.  He has
      served as a Pool Director since 1998 and sits on the
      company's Audit Committee. M r. Anderson operates a grain,
      oilseed and pulse crop operation near Melfort, Saskatchewan.

   -- Mr. Terry Baker, Chairman of the Board, has served on the
      Pool's Board of Directors since 2001.  He holds a civil
      engineering degree from the University of Saskatchewan.  
      Currently, he is the Chairman of the Board and also a member
      of the Strategic and Business Planning Committee.  Mr. Baker
      runs a mixed farming operation near Denzil, Saskatchewan.

   -- Mr. Vic Bruce has been a Pool Director since 2002.  He has
      served on various Boards, including the Farm Land Security
      Board.  Mr. Bruce holds a Bachelor of Education degree,
      majoring in economics at the University of Calgary.  He
      specializes in pedigreed seed production through a family
      operation located near Tuxford, Saskatchewan.

   -- Mr. Thomas Birks was elected to the Board in March 2005.  
      Mr. Birks is the President of Birinco Inc., a merchant bank
      headquartered in Quebec.  He received a Bachelor of Arts
      degree from McGill University and an MBA from Harvard
      Business School.  He serves on the Audit and
      Nominating/Corporate Governance Committees of the Board.

   -- Mr. Thomas Chambers joined the Board in June 2006, and
      serves on the Pool's Audit and Compensation committees.  He
      is an experienced professional accountant, senior executive,
      corporate Director and business advisor, most notably having
      served for 26 years as a Partner in Senior management roles
      with PricewaterhouseCoopers LLP.  Through Senior Partner
      Services Ltd., he acts as an advisor and Director to a
      number of companies.

   -- Mr. Dallas Howe joined the Pool's Board in March of 2005 and
      chairs the Compensation Committee.  He is also the Chairman
      of the Potash Corporation's Board of Directors.  Mr. Howe
      holds a Bachelor of Arts Degree and a Masters in Mathematics
      from the University of Saskatchewan.

   -- Mr. Rick Jensen has been a director since March 2004, and
      serves on the Pool's Compensation committee.  He received a
      diploma in agriculture from the University of Saskatchewan.  
      Mr. Jensen has served in numerous community leadership roles
      in support of agriculture issues and operates a mixed farm
      near Webb, Saskatchewan.

   -- Doug Kitchen, Vice-Chairman of the Board, joined the Pool's
      Board in July 2000.  Mr. Kitchen is a graduate of Kansas
      State University with specialties in agriculture and
      business.  He is currently Managing Director of Rosenthal
      Collins, a world leader in futures and foreign exchange
      execution.  Mr. Kitchen is a member of the Pool's
      Nominating/Corporate Governance Committee of the Board.

   -- Harold Milavsky has been a Board director since 2003 and is
      Chairman and Director of Quantico Capital Corporation in
      Calgary.  He holds a Bachelor of Commerce Degree from the
      University of Saskatchewan and is a member of the Institute
      of Chartered Accountants of Saskatchewan and Alberta.  He
      has received honorary doctorates from the universities of
      Calgary and Saskatchewan, and has been recognized for
      excellence in corporate governance from the Institute of
      Corporate Directors.  Mr. Milavsky chairs the
      Nominating/Corporate Governance Committee and the Audit
      Committee of the Board.

   -- Herb Pinder has been on the Board of Directors of
      Saskatchewan Wheat Pool since 2003, serving on the
      Nominating/Corporate Government Committee.  He is the
      President of the Goal Group of Companies, based in
      Saskatoon, Saskatchewan.  A non-practicing lawyer,
      Mr. Pinder holds an MBA from Harvard Business School.  He
      lives in Saskatoon.

   -- Mayo Schmidt, the Pool's President and Chief Executive
      Officer, joined the Board in March 2005.  He joined the Pool
      in 2000 after holding a number of senior executive positions
      with ConAgra and General Mills Inc.  Mr. Schmidt is a member
      of the Canadian Council of Chief Executive Officers (open to
      the top 150 corporations), the C.D. Howe Institute, a
      Director on The Conference Board of Canada and a trustee for
      The Conference Board Inc.  He serves on the Applied
      Portfolio Management Advisory Board for the Washburn
      University School of Business.  Mr. Schmidt is also a
      Director of Prairie Malt Ltd. and the Saskatchewan
      Roughriders.  Mr. Schmidt earned his Bachelor of Business
      Administration Degree from Washburn University, and is a
      Washburn Alumni Fellow.  He resides in Regina.

The Pool also acknowledged the contributions of Leonard Haukeness,
who this year completed his tenure as a director.

                    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.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2006,
Dominion Bond Rating Service placed the ratings of Saskatchewan
Wheat Pool Inc's Senior Secured Debt at Positive BB (low) and
Senior Unsecured Notes at Positive B (high).  Under Review with
Positive Implications.

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Standard & Poor's Ratings Services placed its ratings on
Saskatchewan Wheat Pool on CreditWatch with positive implications,
including the 'B+' long-term corporate credit rating.


SCOTTS MIRACLE: S&P Places BB Rating on Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for lawn and
garden care products supplier The Scotts Miracle-Gro Co.,
including the 'BB' corporate credit rating, on CreditWatch
with negative implications, indicating that the ratings could be
lowered or affirmed after the completion of its review.

Marysville, Ohio-based Scotts had about $481.2 million of total
debt outstanding as of Sept. 30, 2006.

The CreditWatch listing reflects the company's increasingly
aggressive financial policy after its disclosure that it plans to
return $750 million to its shareholders through a $500 million
special one-time cash dividend and fund share repurchases of up to
$250 million via a "Dutch auction" tender offer, expected to be
launched in January 2007.

The proposed recapitalization is subject to final approval from
the company's board of directors.  The company plans to fund the
share repurchase and dividend through a proposed $2.1 billion
senior secured credit facility.  As part of the plan, the company
intends to launch a tender offer to repurchase its existing
$200 million of 6.625% senior subordinated notes.  Upon a
successful completion of the tender, Standard & Poor's would
withdraw the 'B+' rating on the company's subordinated notes.
Scotts expects to complete the recapitalization by
March 31, 2007.

"We expect credit protection measures to weaken as a result of
Scotts' more aggressive financial policy," said Standard & Poor's
credit analyst Mark Salierno.

"Specifically, we expect lease- and pension-adjusted average total
debt to EBITDA to be more than 3.5x, compared with adjusted
average debt leverage in the 2.0x-2.5x area currently."
     
Standard & Poor's will meet with management and review the
company's pro forma capital structure and outlook for fiscal 2007
before resolving the CreditWatch listing.


SHERRITT INT'L: DBRS Holds Sr. Unsec. Debt Rating's at BB (high)
----------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Sherritt
International Corporation, with the Senior Unsecured Debt rated at
BB (high) and the Convertible Subordinated Debentures at BB. The
trends are Stable.  The confirmation incorporates Sherritt's
excellent financial performance that has benefited from higher
pricing reflective of top-of the-cycle conditions in the Company's
businesses.  While the majority of Sherritt's earnings base is
volatile, the Company nonetheless has a diversified product mix
that has helped generate a consistent profitability record and
lower earnings volatility over time.

In June 2006, Sherritt, along with its partner, the Ontario
Teachers' Pension Plan, spun off the thermal Coal Prairie mines
assets, generating proceeds of $128 million.  Sherritt continues
to operate the assets and maintains a 41.2% interest in the
divested entity, the Royal Utilities Income Fund.

The asset sale proceeds and primarily continued strong earnings
have enabled Sherritt to progressively de-leverage its balance
sheet and effectively attain its targeted capital structure; gross
debt-to-total capital improved from 53% as of year-end
2002 to 27% as of Sept. 30, 2006.

Leverage and other credit metrics of Sherritt are readily above
those normally associated with the assigned ratings, which remain
constrained by the Company's significant presence in Cuba; the
resulting uncertainty over that nation's transitioning government
and future direction further compound the issue.

Notwithstanding the RUIF spinoff, the Company maintains vast
coal assets in western Canada and remains committed to developing
new applications for these reserves, such as coal gasification.  
Similarly, in Oil and Gas, enhanced recovery technologies are
continuously being explored.  Sherritt is also pursuing ambitious
growth objectives in the Power and Metals businesses; details are
provided in the linked report in the Description of Operations
section.

Capital expenditures associated with the above growth initiatives
will be readily absorbed by strong cash flows, with Sherritt
continuing to accumulate cash.  Accordingly, the Company
repurchased 5 million common shares in 2005 and recently announced
another offer, expiring on Dec. 22, 2006, to potentially
repurchase a further 7.5 million shares.

Given the present consolidation activity in the mining industry,
another potential use of cash could be in the form of some
acquisition; Sherritt's Cuban operations render it a somewhat
unlikely target for acquisition.


SMART BALANCE: Moody's Assigns B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Smart Balance, Inc., as well as a B2 rating for senior secured
first lien bank facilities, and a Caa2 rating for senior secured
second lien bank facilities to GFA Holdings, Inc. under a full and
unconditional guarantee of Smart Balance, Inc.

The outlook on all ratings is stable.

This represents a first time rating for this issuer.

These ratings are being assigned in connection with the planned
acquisition of GFA by Boulder Specialty Brands, Inc. for
approximately $465 million in cash.

Subsequent to the transaction, Boulder will rename itself Smart
Balance, Inc.  These ratings are contingent upon Moody's receipt
and review of final documentation for the planned transaction. GFA
is a marketer of margarine and several other packaged food
products sold within the functional food category under the Smart
Balance and Earth Balance brands.

Ratings assigned with a stable outlook:

   * GFA Holdings, Inc.

      -- $20 million 6-year senior secured 1st lien revolving
         credit at B2, LGD3, 36%;

      -- $120 million 7-year senior secured 1st lien term loan at
         B2, LGD3, 36%; and

      -- $40 million 7.5-year senior secured 2nd lien term loan
         at Caa2, LGD5, 86%.

Smart Balance, Inc.:

      -- Corporate family rating at B3; and
      -- Probability of default rating at B3.

Moody's views GFA as a small, niche marketer of margarine and
select other functional food items for the US market.

GFA operates within the highly-competitive packaged food industry,
with revenues highly concentrated on margarine.  Yet despite its
size and concentration, GFA has established solid market shares
and strong operating margins in the key categories within which it
competes.  The fact that it outsources all manufacturing to third-
party producers presents both benefits as well as risks.  GFA
faces higher-than-average execution risk as it transitions from a
small entrepreneurial firm to a larger, publicly-traded entity.  
And after its acquisition by Boulder, GFA will be very highly
leveraged with limited financial flexibility.

"While a relatively small company, GFA has created a solid market
position and generated attractive operating margins for its
products" stated Moody's Peter Abdill, Senior Vice President.

"However these strengths are largely offset by the significant
amount of debt being placed on this company as part of the
acquisition by Boulder" Mr. Abdill said.

The $20 million revolving credit and $120 million term loan will
each receive a first priority pledge of substantially all assets
and capital stock of the borrower and the guarantors as well as a
pledge of 66% of the stock of foreign subsidiaries.  

The $40 million 7.5-year term loan will receive a second-lien on
the same collateral as the first lien facilities.  Each of the
three facilities will receive downstream guarantees from Boulder,
as well as upstream guarantees from each wholly-owned domestic
subsidiary.

Moody's includes $138.5 million in series-A preferred stock being
issued by Boulder as part of the transaction in GFA's overall
capital structure, and views it as 75% debt, for analytic
purposes.  The preferred stock will be a perpetual security which
may be converted into common equity by either the holder or
Boulder under certain circumstances.  The security pays an 8% PIK
dividend.  And yet while legally perpetual, the security contains
a provision whereby the dividend rate steps up after year five by
.25% per quarter to a maximum of 11%, and if dividends are not
paid in cash after year seven, the PIK rate increases to 15%. This
creates -- in Moody's view -- an effective economic maturity, is
likely to induce the company to redeem or refinance this
preferred, and thus significantly weakens its equity
characteristics.

The stable outlook on GFAs ratings reflects Moody's view that the
current rating adequately captures the risk presented by the
company's high leverage, its limited financial flexibility, and
the challenges it will fact as it transitions to a publicly-
traded, high growth, highly-leveraged company.

Specifically, the stable outlook anticipates that GFA will reduce
and then maintain Debt/EBITDA to within a 6 -- 8x range, and
increase and maintain EBIT/Interest to a 1 -- 1.5x range.

Downward rating pressure could build if the company's operating
performance falters, its liquidity materially deteriorates, its
financial flexibility becomes constrained, or it is unable to
materially reduce leverage from existing high levels.

Specifically, GFA's ratings could be downgraded if it is unable to
reduce Debt/EBITDA to below 8x by Dec. 31, 2007 or is unable to
sustain EBIT/interest to above 1x by Dec. 31, 2007.  Over time
upward rating pressure could build if GFA is successful in growing
its size, scale, and diversity, and is able to significantly
reduce financial leverage.  This would include reducing
Debt/EBITDA to below 6x, and increasing EBIT/Interest to above
1.5x.

With pro forma revenues of $164 million, GFA is a developer and
marketer of margarine and select other products within the
healthy/functional foods category.


STONEBRIDGE HOMES: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtors: Stonebridge Homes L. L.C.
                 c/o Stephen A. Wexler, Receiver
                 8230 Leesburg Pike Suite 610
                 Vienna, VA 22182

Involuntary Petition Date: December 4, 2006

Case Number: 06-11665

Chapter: 11

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Petitioners' Counsel: James P. Campbell, Esq.
                      Campbell Miller Zimmerman, P.C.
                      19 East Market Street
                      Leesburg, VA 20176
                      Tel: (703) 771-8344
                      Fax: (703) 777-1485


   Petitioner                 Nature of Claim       Claim Amount
   ----------                 ---------------       ------------
James B Madigan, Jr.          Loans                     $158,162
42076 Sweetspring Lane
Leesburg, VA 20176


STRATOS GLOBAL: Weak Results Cue S&P's Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Canada-
based remote telecommunications service provider Stratos Global
Corp., including the long-term corporate credit and the senior
secured bank loan ratings to 'B' from 'B+', and placed the ratings
on CreditWatch with negative implications.

At the same time, the bank loan recovery ratings of '3' were
affirmed.

"The one-notch downgrade reflects weaker-than-expected operating
results for the nine months ended Sept. 30, 2006, and concerns
that Stratos' profitability, credit measures, and financial
flexibility will remain weak in the near term," said
Standard & Poor's credit analyst Madhav Hari.

"The CreditWatch placement reflects additional near-term concerns
with respect to Stratos' ability to meet its financial covenants
under its senior secured credit facility," Mr. Hari added.

Specifically, in the first quarter of 2007, several financial
covenants under the company's senior secured bank debt agreement
are expected to become more restrictive.  

In particular, the minimum EBITDA-to-cash interest ratio and the
minimum fixed-charge ratio covenant are expected to step up; based
on Standard & Poor's calculations, Stratos will at best have
minimum flexibility in meeting these covenants.  Should operating
performance deteriorate further, or the 2007 covenants not be
modified, the ratings could be lowered further; therefore,
liquidity could be severely constrained under such a scenario.

In resolving its CreditWatch listing, Standard & Poor's will focus
its review primarily on Stratos' operating performance; its
ability to deliver on the Xantic BV integration and other cost
savings as planned; and the company's ability to demonstrate that
it will remain compliant with its financial covenants on a
sustained basis.


TIVO INC: Posts $11.1 Million Net Loss in 2006 Third Quarter
------------------------------------------------------------
TiVo Inc. recently filed its financial statements for the third
quarter ended Oct. 31, 2006.

TiVo reported a net loss of $11.1 million on net revenues of
$65.7 million for the quarter ended Oct. 31, 2006, compared to a
net loss of $14.2 million on net revenues of $49.6 million for the
third quarter of last year.

The decrease in net loss is primarily due to the $16 million
increase in net revenues, partially offset by the $12.6 million
increase in cost of revenues.

Service and technology revenues for the quarter increased 22% to
$52.6 million, compared with $43.2 million for the same period
last year.  The increase was primarily a result of an increase of
$6.7 million in subscription revenue due to continued growth in
the subscription base and the recognition of Comcast development
revenue of $2.9 million.

Hardware revenues also increased due to the rollout of the new
TiVo Series2(TM) DT Box(dual tuner model) and Tivo Series3(TM) HD
Digital Media Recorder coupled with a decrease in rebates, revenue
shares, and other payments to channel.

"Given our efforts to differentiate TiVo, we are pleased that we
were able to build momentum relative to last year, with TiVo-Owned
subscription gross addition growth up 10% at 101,000 compared to
92,000 in the third quarter of last year.

Overall TiVo-Owned subscriptions were up 24% year-over-year to 1.6
million.  As expected, TiVo reported a net decline in the number
of DIRECTV TiVo subscriptions during the period as DIRECTV
deployed fewer TiVo boxes.  Cumulative total subscriptions as of
Oct. 31, 2006, were up slightly from last quarter to 4.4 million,
and up 11% over the year-ago subscription totals."

Rogers added, "On the sales and marketing front, we continued to
see strong results from our online channel, which we believe are
directly attributable to the compelling pricing changes we made in
the first quarter of this year and our ability to leverage results
from this very efficient sales channel.  Online sales increased
sequentially as a percentage of total sales from 33% last
quarter to 43% this quarter."

Total costs of revenues increased by $12.6 million or 38% during
the three months ended Oct. 31, 2006.  The cost of service and
technology revenues for the three months ended Oct. 31, 2006
increased by $5.3 million, or 63%, compared to the same prior-year
period primarily as a result of the recognition of Comcast
development cost of revenues of $2.9 million and incremental costs
associated with a larger subscription base.  The cost of hardware
revenues for the three months ended Oct. 31, 2006 increased by
$7.3 million or 29%, compared to the same prior-year period, and
this increase is a result of the company's full recognition of
hardware costs associated with its bundled sales coupled with the
higher costs associated with the new Series3(TM) HD Digital Media
Recorder.

Operating expenses, including research and development, sales and
marketing, and general and administrative expenses, increased
$735,000 or 2% during the three months ended Oct. 31, 2006
compared to the same prior-year period.  These costs remained
relatively flat, despite an increase in costs associated with
increased headcount related expenses of $2.1 million coupled with
increased stock-based compensation expense of $3.6 million.  These
costs were partially offset by a decrease of $4.0 million largely
due to the decrease in expenses related to the EchoStar
litigation.

At Oct. 31, 2006, the company's balance sheet showed $201.7
million in total assets, $171.2 million in total liabilities, and
$30.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2006 are available for
free at http://researcharchives.com/t/s?16fc

Net cash used in operating activities for the nine months ended
Oct. 31, 2006 was $55.2 million, as compared to $12.3 million used
in operating activities for the same prior-year period.  This
increase in cash flows used in operating activities is due to an
increase in net loss of $12.3 million, increased inventory
expenditures of $14.1 million in preparation for the holiday
season and a decrease in deferred revenues of $17.9 million due to
the discontinuation of the lifetime subscription plan.

The net cash used in investing activities was approximately $28.4
million during the nine months ended Oct. 31, 2006, an increase of
approximately $25.8 million from a use of $2.6 million in the same
prior-year period.  This increase was largely due to purchases of
property and equipment for $6.1 million to support the company's  
business growth, $1.1 million used to purchase technology utilized
within the new TiVo Series2 DT box (dual tuner model), $12.0
million for acquisition of intellectual property rights, and $13.5
million for purchases of short-term investments.  This usage was
offset by the sale of short-term investments of $4.4 million.

The net cash provided by financing activities was approximately
$77.2 million during the nine months ended Oct. 31, 2006, an
increase of approximately $73 million from the net cash provided
of $4.2 million during the same prior-year period.  The principal
source of cash generated from financing activities related to the
issuance of common stock, of which $64.5 million was the net
proceeds of the company's Sept. 5, 2006 underwritten public
offering, $8.6 million was related to stock option exercises, $3.3
million was issuances related to warrant exercises and $1.3
million was issuances related to the company's employee stock
purchase plan.  

                       About TiVo Inc.

Alviso, Calif.-based TiVo Inc. -- http://www.tivo.com/ --  
provides technology and services for digital video recorders.  The
subscription-based TiVo provides consumers a way to record, watch,
and control television.  TiVo also provides a unique platform for
the television industry, including advertisers and audience
research.

This concludes the Troubled Company Reporter's coverage of TiVo
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


TOTAL FITNESS: Case Summary & 187 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Total Fitness Systems, LLC
             dba World Gym of Huntsville
             dba World Gym of Huntsville University
             dba World Gym of Huntsville #2
             dba World Gym
             7105 Moore Lane, Suite A6
             Brentwood, TN 37027

Bankruptcy Case No.: 06-07270

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Fitness Express of Clarksville, LLC        06-07271
      Fitness Express LLC of Spring Hill         06-07272
      Fitness Express of Smyrna Corporation      06-07273
      Fitness Express, LLC                       06-07274
      Fitness Express LLC of Gallatin            06-07275
      Fitness Express, LLC of Mount Juliet       06-07276
      Bahama Mammas of Cool Springs, LLC         06-07277
      Fitness Express Mgt of Nashville LLC       06-07279
      Fitness Express of Chattanooga, LLC        06-07280
      Fitness Express of Jenkins Rd., LLC        06-07281

Type of Business: The Debtors operate fitness centers.

Chapter 11 Petition Date: December 6, 2006

Court: Middle District of Tennessee (Nashville)

Judge: George C Paine II

Debtors' Counsel: G. Rhea Bucy, Esq.
                  Gullett, Sanford, Robinson, Martin
                  P.O. Box 198888
                  NASHVILLE, TN 37219-8888
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Total Fitness Systems, LLC   Less than $50,000  $1 Million to
                                                $10 Million

Fitness Express of           Less than $50,000  Less than $50,000
  Clarksville, LLC

Fitness Express LLC of       Less than $50,000  Less than $50,000
  Spring Hill

Fitness Express of Smyrna    Less than $50,000  Less than $50,000
  Corporation

Fitness Express, LLC         Less than $50,000  $100,000 to
                                                $500,000

Fitness Express LLC of       Less than $50,000  Less than $50,000
  Gallatin

Fitness Express, LLC of      Less than $50,000  Less than $50,000
  Mount Juliet

Bahama Mammas of Cool        Less than $50,000  Less than $50,000
  Springs, LLC

Fitness Express Mgt of       Less than $50,000  $100,000 to
  Nashville LLC                                 $500,000

Fitness Express of           Less than $50,000  Less than $50,000
  Chattanooga, LLC

Fitness Express of           Less than $50,000  Less than $50,000
  Jenkins Rd., LLC


A. Total Fitness Systems, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Main Street Bank              Huntsville                $717,187
P.O. Box 203909
Houston, TX 77216-3909

Main Street Bank              Huntsville #2             $324,372
P.O. Box 203909
Houston, TX 77216-3909

Built More                    Huntsville                $675,000
702 Brentridge Place
Antioch, TN 37013

Built More                    Huntsville #2             $365,000
702 Brentridge Place
Antioch, TN 37013

John R. Cheadle                                          $57,009

Card Services                 Huntsville                 $12,905

The Design Works                                         $10,000

Card Services                 Huntsville                  $7,490

Inergi                        Huntsville                  $5,130

Inergi                        Huntsville                  $5,130

Brian P. Mickles                                          $3,094

Lang Sign                                                 $2,342

BellSouth                     Huntsville #2               $1,133

Stove House 5                 Huntsville #2                 $625

Stove House 5                 Huntsville                    $625

Huntsville Utilities          Huntsville                    $547

Huntsville Utilities          Huntsville #2                 $334

BellSouth                     Huntsville                    $324

POS Supplies                  Huntsville                    $309

Yellow Pages                  Huntsville                    $298


B. Fitness Express of Clarksville, LLC's 16 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Tennessee Investment Properties                       $14,787
   c/o F&M Bank
   322 Main Street
   Clarksville, TN 37040

   Lester Plumbing                                        $1,166
   1430 New Ashland City Road
   Clarksville, TN 37040

   City of Clarksville                                      $995
   P.O. Box 31389
   Clarksville, TN 37040

   Transworld Systems                                       $795

   American Paper & Twine                                   $730

   Ketsan Think Clean                                       $645

   Roto-Rooter of Clarksville                               $531

   BFT Financial Services                                   $356

   Clarksville Disposal                                     $356

   Gale Way Plumbing                                        $262

   The Chamber                                              $260

   D&H Electronics Systems, Inc.                            $238

   Pitney Bowes Credit                                      $106

   Mid-South Plumbing & Lighting                             $75

   Glics Cycling & Fitness                                   $43

   Lyons Pest Control                                        $25


C. Fitness Express LLC of Spring Hill's 17 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Reed Family Real Estate                               $23,929
   1634 Wexford Drive
   Murfreesboro, TN 37129

   Stevens & James, Inc.                                  $3,663
   P.O. Box 149
   Harrington, DE 19952

   CMS                                                    $3,657
   9302 North Meridian Street, Suite 335
   Indianapolis, IN 46260

   MTCN                                                   $3,510
   P.O. Box 331608
   Nashville, TN 37203-7515

   Lee Company                                            $1,783

   Cedarwood Publications                                 $1,182

   Solutia Health TAS, Inc.                               $1,182

   American Paper & Twine                                   $680

   Kelsan, Inc.                                             $619

   Dell Financial Services                                  $558

   Receivable Management Services                           $272

   BellSouth                                                $237

   Frank and Waynes                                         $168

   Telcom Directories                                       $157

   BMI General Licensing                                    $141

   Atmos Energy                                             $119

   Willow Advertising & Publishing                          $115


D. Fitness Express of Smyrna Corporation's 14 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Wayne & Kathy Qualls                                  $16,525
   2295 Sweets Drive
   Carbondale, IL 62901

   Kelsan, Inc.                                           $1,613
   P.O. Box 60038
   Charlotte, NC 28260

   Kelsan, Inc.                                           $1,613
   P.O. Box 60038
   Charlotte, NC 28260

   Pitney Bowes                                           $1,115

   Pitney Bowes                                           $1,115

   American Paper & Twine                                   $722

   The Company Corporation                                  $448

   Birch Telecom                                            $426

   Dell Financial Services                                  $312

   Fitness Systems, Inc.                                    $274

   Tenn-Star Fire Protection & Safe                         $159

   Middle Tennessee Carpet Care                             $158

   Priority Pest Protection, LLC                            $120

   Photocopy                                                 $44


E. Fitness Express, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Muzak                                                    $64,771
4754-B North Royal Atlanta
Drive
Tucker, GA 30084

Eatherly Properties           Cool Springs               $20,806
1700 Hayes Street, Suite 104
Nashville, TN 37203

Accounts Research                                        $20,421
P.O. Box 22782
Knoxville, TN 37933-0782

National Credit System                                   $14,223

Joseph Mann & Creed           Cool Springs               $11,500

Fleischmann & Fleischmann                                 $7,200

Publix Super Markets, Inc.                                $6,282

BellSouth Advertising &       Cool Springs                $5,595
Publishing

Focus Receivables Management                              $4,824

VGM Financial Services        Cool Springs                $4,325

CMS                           Cool Springs                $3,447

Prism Business Media          Cool Springs                $3,250

Brentwood Comfort Control     Cool Springs                $3,215

Brian Mickles                                             $3,094

Stevens & James, Inc.         Cool Springs                $2,996

Voice Scape, Inc.             Cool Springs                $2,799

Abrams & Abrams               Cool Springs                $2,414

Lang Signs                    Cool Springs                $2,342

Middle Tennessee Electric     Cool Springs                $2,315

Accountemps                                               $2,123


F. Fitness Express LLC of Gallatin's 14 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   B&W Joint Venture                                     $17,271
   c/o Pro Venture Commercial RE
   750 Old Hickory Boulevard, Suite 230
   Brentwood, TN 37027

   Checkvolicity                                          $2,386
   P.O. Box 331067
   Nashville, TN 37203-7508

   Gallatin Dept. of Electric                             $1,960
   P.O. Box 1555
   Gallatin, TN 37066-1555

   Ketsan, Inc.                                           $1,042
   P.O. Box 60038
   Charlotte, NC 28260

   BellSouth                                                $910

   American Paper & Twine Co.                               $696

   Allied Waste Services                                    $498

   Giass & More                                             $484

   Comcast                                                  $461

   The Company Corporation                                  $448

   Republic Plumbing Heating & Cooling                      $219

   Pitney Bowes                                             $120

   Digital Business Machines, USA, Inc.                      $63

   Westmoreland Observer                                     $46


G. Fitness Express, LLC of Mount Juliet's 20 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Stevens & James, Inc.                                 $12,200
   P.O. Box 149
   Harrington, DE 19952

   Buttonwood Investments                                 $4,313
   c/o Preston Oil Company
   1717 Woodstead Court, Suite 207
   Spring, TX 77380

   Publix                                                 $3,105
   P.O. Box 32009
   Lakeland, FL 33802-2009

   AC Service & Installation                                $917

   Commercial Recovery Corporation                          $917

   NPI                                                      $765

   TDS Telecom                                              $753

   Pitney Bowes                                             $690

   Display Advertising                                      $620

   The Chronicle of Mt. Juliet                              $620

   Kelsan Think Clean                                       $577

   Janiro & Horn Door                                       $500

   Glass Contractors of Tennessee                           $460

   Republic Plumbing                                        $445

   Air Temp Inc.                                            $403

   American Paper & Twine                                   $372

   Town Square Graphics                                     $340

   Pitney Bowes                                             $293

   Benjamin Refrigeration Services                          $256

   D&H Electronic Systems, Inc.                             $238


H. Bahama Mammas of Cool Springs, LLC's Six Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Card Services                                         $13,556
   Bank of Nashville
   P.O. Box 23061
   Columbus, GA 31902-2181

   Card Services                                          $7,490
   Bank of Nashville
   P.O. Box 23061
   Columbus, GA 31902-2181

   Capital Corporation                                    $5,937
   80 Cude Lane
   Madison, TN 37115

   American Mail and Insert                                 $960

   POS Supplies                                             $359

   Birch Telecom                                            $249

   Atmos Energy                                              $41


I. Fitness Express Mgt of Nashville LLC's 20 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Muzak                                                 $64,771
   4754-B North Royal Atlanta Drive
   Tucker, GA 30084

   Accounts Research                                     $20,421
   P.O. Box 22782
   Knoxville, TN 37933-0782

   National Credit System, Inc.                          $14,223
   117 East 24th Street 5th Floor
   New York, NY 10016

   Fleischmann & Fleischmann                              $7,200

   Publix Super Markets, Inc.                             $6,282

   Focus Receivables Management                           $4,824

   Brian Mickles                                          $3,094

   Stevens & James, Inc.                                  $2,996

   Accountemps                                            $2,123

   CISCO, Inc.                                            $1,605

   National Print Group                                   $1,605

   Dell Financial Services                                $1,216

   RMS - Accounting Department                              $709

   Newman Printing                                          $538

   BFT Financial Services                                   $513

   BellSouth                                                $392

   Verizon                                                  $289

   Allied Waste                                             $279

   Global Financial Services                                $263

   T Mobile                                                 $241

   
J. Fitness Express of Chattanooga, LLC's 20 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Fletcher Bright                                        $6,649
   537 Market Street, Suite 400
   Chattanooga, TN 37402

   Chattanooga City Treasurer                             $5,575
   P.O. Box 191
   Chattanooga, TN 37401-0191

   Kelsan Think Clean                                     $2,658
   5109 National Drive
   Knoxville, TN 37914

   Sunny 92.3 Chattanooga's ESPN                          $2,167

   Buffalow & Associates                                  $2,040

   Lathrop & Gage DC Law Offices                          $2,040

   EPB                                                    $1,979

   CISCO, Inc.                                            $1,605

   National Posters Digital                               $1,605

   Billy T. & Tom Signs                                   $1,459

   Chattanooga Business                                     $870

   Crystal Springs                                          $831

   Expert Service                                           $415

   Pitney Bowes                                             $394

   American paper & Twine Co.                               $358

   Purity Drinking Water                                    $329

   Purity Drinking Water                                    $329

   Data Direct                                              $325

   AAA Lock & Key Shop                                      $171

   BMI General Licensing                                    $145


K. Fitness Express of Jenkins Rd., LLC's 20 Largest Unsecured
   Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Jenkin Road Partners                                  $21,733
   Attn: Steve Bovell
   3804 St. Elmo Avenue, Suite 103
   Chattanooga, TN 37914

   Morgan Construction Company                            $6,236
   P.O. Box 60038
   Charlotte, NC 28260

   PBCC Pitney Bowes Credit Corp.                         $3,094
   P.O> box 856460
   Louisville, KY 40285-6460

   EPB Electric Power                                     $2,016

   Chattanooga Business                                   $1,735

   Kelsan Think Clean                                     $1,334

   Kelsan, Inc.                                           $1,334

   Richardson Window Tinting                              $1,000

   SCR Electric, Inc.                                       $850

   Court Lind Woodworks, Inc.                               $748

   Wallace Tile, Inc.                                       $723

   American Paper & Twine                                   $716

   SCR Electric, Inc.                                       $676

   Yellow Pages                                             $594

   Tennessee American Water                                 $400

   Bock Construction, Inc.                                  $300

   GE Capital                                               $226

   Nationwide Credit, Inc.                                  $145

   Comcast                                                   $80

   Tennessee American Water                                  $56


TROUTMAN'S EMPORIUM: Creditors' Panel Wins Alamo Group Litigation
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Troutman's
Emporium's bankruptcy case secured winning verdicts in two
separate cases.

The first involved the Alamo Group, which ultimately purchased
some of the company's assets in bankruptcy.  The second was
brought against Ron Troutman, one of the company's former
officers.

Cooley Godward Kronish's Bankruptcy & Restructuring practice group
obtained a verdict valued at over $2M in the action against Alamo
and approximately $250,000 in the matter against Mr. Troutman.

The case against the Alamo Group was founded upon a breach of the
Designation Rights Agreement through which Alamo acquired the
assets of Troutman's Emporium.  

The case against Mr. Troutman was based upon non-payment of
various receivables due and owing to the company in bankruptcy.

"We are very pleased with the outcome of both trials in the
Troutman bankruptcy case," said Jay R. Indyke, the Bankruptcy &
Restructuring partner who led the Committee in the Troutman's
Emporium bankruptcy.  "These verdicts enhance the prospect of an
even larger return for the unsecured creditors, who have already
received cash distributions totaling 65% of allowed claims in the
case."

The Cooley trial team for the Alamo matter included partner Ronald
R. Sussman and associate Jeff Cohen.  The trial team for the Ron
Troutman case included both Mr. Sussman and associate Gregory
Plotko.

                  About Cooley Godward Kronish

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

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

                    About Troutman's Emporium

Headquartered in Eugene, Oregon, Troutman's Emporium was a
privately held family department store operator.  The Company
filed for protection under Chapter 11 of the Federal Bankruptcy
Code on Jan. 14, 2003 (Bankr. D. Ore. Case No. 02-69650).  The
bankruptcy filing covered the Troutman Investment Company (dba
Troutman's Emporium)


TRUE TEMPER: Moody's Downgrades Corp. Family Rating to B3 from B2
-----------------------------------------------------------------
Moody's downgraded True Temper Sports Inc.'s corporate family
rating to B3 from B2.

Moody's also downgraded the company's senior secured credit
facilities to Ba3 from Ba2, and its senior subordinated notes to
Caa2 from Caa1.

The outlook remains stable.

The downgrade was prompted by True Temper's disclosure that it is
seeking to expand its existing credit facility through the
issuance of a proposed $45 million second lien term loan due 2011.  

The company will use proceeds from the second lien term loan to
refinance a portion of first lien term debt and fund domestic and
international investment opportunities.  

The downgrade reflects Moody's concern that the company is
increasing leverage in the wake of a negative cycle in the golf
equipment market that has weakened the company's credit profile.
Moody's estimates that pro forma leverage was 7.6x for the LTM
ended Sept. 30, 2006.  Although new OEM product launches and
relatively lean distribution channels should contribute to
stronger earnings in 2007, Moody's is concerned that volatile raw
material prices and potential softness in consumer spending could
dampen the strength of a recovery.  

Additionally, prospects for near-term debt reduction are limited
given an anticipated increase in spending for strategic
initiatives.

These ratings were downgraded:

   -- Corporate family rating, to B3 from B2;

   -- Probability-of-default rating, to B3 from B2;

   -- $125 million senior subordinated notes due 2011, to Caa2,
      LGD5, 79% from Caa1;

   -- $20 million senior secured revolving credit facility due
      2009, to Ba3, LGD2, 15% from Ba2; and,

   -- $111 million senior secured term loan B due 2011, to Ba3
      LGD2, 15% from Ba2.

True Temper's B3 corporate family rating is primarily driven by
the company's weak financial flexibility reflected by pro forma
credit metrics that are largely consistent with a Caa credit
profile.  Concerns over the company's quantitative profile are
further compounded by business risks, including the company's
modest size, limited product diversification, some customer
concentration, and sensitivity to commodity price fluctuations.

Notwithstanding these concerns, the rating is supported by True
Temper's favorable qualitative profile with a dominant share in
the steel shaft market, material share within the graphite shaft
market, strong brand equity within the trade, long-stand
relationships with key OEM customers, and strong operating margins
in the mid-teens.

The proposed second lien term loan will benefit from subsidiary
guarantees and a second lien secured interest in substantially all
of the company's domestic assets.

The stable outlook reflects Moody's expectation that new OEM
product launches and relatively lean distribution channels will
translate into improved earnings, such that True Temper's debt to
EBITDA will remain below 8.0 times for 2007.

The outlook also reflects Moody's expectation that the company
will sustain breakeven or slightly negative cash flow for 2007
despite potentially higher spending levels.

Additionally, the stable outlook assumes the company will
successfully amend the financial covenants governing its first
lien senior secured credit facilities in the short-term, given the
limited flexibility under its existing covenants.

Headquartered in Memphis, Tennessee, True Temper Sports, Inc. is
the leading manufacturer of steel golf club shafts.  The company
also participates in the premium-end of the graphite golf shaft
market and manufactures tubular components for other recreational
sports including hockey and bicycling.  Sales were approximately
$111 million for the LTM ended Oct. 1, 2006.


UAL CORP: Union Ready to Respond to Possible Continental Merger
---------------------------------------------------------------
In response to the reported Continental Airlines and United
Airlines discussion for a possible merger, the International
Association of Machinists and Aerospace Workers' general vice
president, Robert Roach, Jr., issued this:

"The Machinists Union has not been contacted by United or
Continental about any potential merger.  The IAM is fully prepared
to defend the wages, contracts, and defined benefit pension plans
earned by our 25,000 members at United and Continental.  The IAM's
Transportation Merger Team is also prepared to respond to any
airline merger scenario.  In the event a United-Continental merger
d[o] occur, United's Flight Attendants could gain the defined
benefit pension plan currently enjoyed by our United Airlines
members and being ratified by our Continental Flight Attendants."

                           About the IAM

The IAM represents 16,000 United Airlines Ramp & Stores, Public
Contact, Food Service, Fleet Technical Instructors, Maintenance
Instructors, Security Officer and Food Service employees.

The Machinists Union also represents more than 9,000 Continental
Airlines Flight Attendants.

                    About Continental Airlines

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

                         About UAL Corp.

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

                           *     *     *

Moody's Investors Service assigned ratings in July 2006 to United
Air Lines Inc.'s Pass Through Trust Certificates, Series 2000-1:
Ba3 rating to $233,244,336 Class A-1 Certificates; Ba3 rating to
$324,913,300 Class A-2 Certificates; and B3 rating to $186,368,450
Class B Certificates.


UNITED COMPONENTS: S&P Cuts Corp. Credit Rating to B from B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
automotive aftermarket supplier United Components Inc., including
its corporate credit rating to 'B' from 'B+'.

The outlook is negative.

In addition, Standard & Poor's assigned its 'B' corporate credit
rating to UCI Holdco Inc., the indirect parent company of UCI.  

At the same time, Standard & Poor's assigned its 'CCC+' debt
rating to the proposed $235 million floating rate senior PIK notes
due 2013 to be issued by Holdco.  Proceeds of the notes offering
will be combined with up to $36 million of balance sheet cash to
pay a $260 million dividend to the shareholders.

The downgrade reflects UCI's very aggressive leverage and reduced
financial flexibility that will result from the proposed Holdco
debt issuance and use of existing cash at UCI to fund a cash
distribution to UCI's financial sponsor.


UNITED SOILS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: United Soils, Inc.
        16171 31 Mile Road
        Ray, MI 48096

Bankruptcy Case No.: 06-58171

Type of Business: The Debtor sells farm supplies.

Chapter 11 Petition Date: December 7, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Michael I. Zousmer, Esq.
                  Nathan, Neuman, Nathan & Zousmer, P.C.
                  29100 Northwestern Highway, Suite 260
                  Southfield, MI 48034
                  Tel: (248) 351-0099

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   BLW                                                  $182,623
   P.O. Box 550
   Richmond, MI 48062

   Monicattis Shelby Oil Co.                            $143,370
   47030 Ryan Road
   Utica, MI 48317

   Corrigon Oil Co.                                      $45,854
   775 North 2nd Street
   Brighton, MI 48116

   Freeman, Colton & Norris, P.C.                        $31,550

   Platinum Plus 8662                                    $26,209

   State Auto                                            $23,245

   C.A.R.D. Properties                                   $22,604

   Balance Consulting, Inc.                              $16,872

   Dell Financial Services                               $16,125

   Waste Management                                      $16,000

   Joe Sirianni                                          $15,650

   Robert Half Management Resources                      $14,374

   ExxonMobil                                            $13,363

   Edw. C. Levy Co.                                      $12,043

   Michigan Conference of Teamsters Welfare              $11,535

   Scott Tire Sales, Inc.                                $10,041

   McDonald Hopkins                                       $9,560

   Leslie Tire                                            $8,771

   Delecke Welding, Inc.                                  $8,670

   Kustom Truck & Trailer                                 $6,819


VENETO LLC: Court OKs Stephen Wade as Bankruptcy Counsel
--------------------------------------------------------
The Honorable Meredith A. Jury of the U.S. Bankruptcy Court for
the Central District of California in Riverside has authorized
Veneto LLC to employ the law offices of Stephen R. Wade as its
general insolvency counsel.

As reported in the Troubled Company Reporter on Oct. 12, 2006, Mr.
Wade will charge $315 per hour for his services while his
paralegals will bill at $85 per hour.

The Debtor has also agreed to pay the firm a $10,000 retainer from
the capital contribution of its principal.

Mr. Wade's employment is effective as of Aug. 3, 2006.

Rancho Mirage, California-based real estate company Veneto LLC,
fka L'Veneto LLC, filed for a chapter 11 petition on July 12, 2006
(U.S. Bankr. C.D. Cal. Case No. 06-11744).  No Official Committee
of Unsecured Creditors has been appointed in this case.  When the
Debtor sought protection from its creditors, it listed total
assets of $23,499,000 and total debts of $11,443,889.


WEB-IDEALS LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Web-Ideals LLC
        4095 Ferry Road, Suite 2A
        Doylestown, PA 18901
        Tel: (215) 340-2500
        Fax: (215) 230-1660

Bankruptcy Case No.: 06-15643

Type of Business: The Debtor is organized as an application
                  service provider.  The company deploys, manages
                  and remotely hosts its software applications
                  through servers on both coasts of the U.S.
                  See http://www.web-ideals.com/

Chapter 11 Petition Date: December 1, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 2020
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
   Mentor Capital Partners, Ltd.               $150,000
   P.O. Box 560
   Morrisville, PA 19067-8560

   Amerinet                                     $56,000
   14715 Soutwest Peachtree Drive
   Portland, OR 97224-1486

   David Brodess                                $44,075
   3001 South Lamar Boulevard, Suite 350
   Austin, TX 78704

   Broadwing Telecom, Inc.                      $32,910
   P.O. Box 790036
   St. Louis, MO 63179-0036

   American Express Corporate Card              $31,952
   P.O. Box 114
   Newark, NJ 07101-0114

   Contact One Call Center                      $30,197

   Qwest                                        $26,392

   M&N Investments, L.P.                         $8,607

   Paymentech                                    $4,510

   PECO Energy                                   $3,828

   Verizon - Old Account                         $2,844

   The Haltzman Law Firm                         $2,450

   Expert Technology                             $2,096

   Capital One, F.S.B.                           $1,971

   B.G. Balmer & Co.                               $982

   Holicong Security                               $733

   T-Mobile                                        $495

   CSC                                             $324

   Verizon fka Bell Atlantic PA                    $231

   United Parcel Service P.A.                      $143


WERNER LADDER: Wants Loughlin Meghji to Serve as New CEO
--------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to:

   (1) terminate Loughlin Meghji's employment as the Debtors'
       restructuring consultants in their Chapter 11 cases; and

   (2) pursuant to Sections 105 and 363 of the Bankruptcy Code,
       approve the letter agreement between Loughlin Meghji and
       the Debtors, under which the Firm has agreed to
      
      (a) make Mr. Loughlin available to serve as the Debtors'
          Interim CEO/CRO, and

      (b) provide additional temporary staff to serve as the
          Debtors' executive officers and employees.

In October and November 2006, the Debtors started negotiating the
extensions of their exclusivity periods with the agent for the
First Lien Credit Agreement dated June 11, 2003, and the Ad Hoc
Committee of Second Lien Lenders under the Credit Agreement dated
May 10, 2005.  

The Senior Lenders advised the Debtors that as a condition for
their support for granting the extensions, the Senior Lenders
required the designation and employment of James J. Loughlin,
Jr., as the Debtors' chief restructuring officer.  

In November 2006, Steven Richman resigned as the Debtors' chief
executive officer.  To satisfy the request of the Senior Lenders
and to replace Mr. Richman, the Debtors selected Mr. Loughlin as
their interim CEO and chief restructuring officer, and Edward
Gericke as their president.  Messrs. Loughlin and Gericke are
connected with Loughlin Meghji + Company Associates, Inc., the
Debtors' restructuring consultants.

According to Robert S. Brady, Esq., at Young, Conaway, Stargatt &
Taylor, LLP in Wilmington, Delaware, the most appropriate way to
transition Mr. Loughlin and other Loughlin employees to their
roles as executive officers and employees of the Debtors, is to
terminate Loughlin Meghji's retention effective contemporaneously
with the Court's approval of the Firm's new role in the Debtors'
Chapter 11 cases.  

The Temporary Staff, initially anticipated to consist of nine
people, includes Patrick J. Fodale, Tom Hsien-Chieh Wang and
Orlando C. Taylor, who will each hold the title of vice president
and assistant restructuring officer.  

Mr. Brady assures the Court that Mr. Loughlin and the Temporary
Staff are qualified to serve as officers and employees since they
have been assisting the Debtors in their restructuring efforts.

Pursuant to the Letter Agreement between the Debtors and Loughlin
Meghji, Mr. Loughlin will perform the ordinary course duties as
the interim CEO/CRO.  Mr. Loughlin, the Officers and the other
Temporary Staff will also:

   (1) analyze, develop and implement all aspects of the Debtors'
       operational turnaround plan, including:
       
       (a) expansion and improvement of the Debtors'
           manufacturing capabilities in Juarez, Mexico;

       (b) customer pricing, product and service strategies to
           improve performance, including the SKU profitability
           improvement and reduction;

       (c) corporate-wide expense management and reduction
           initiatives; and

       (d) vendor and other supplier issues, and employee-related
           matters;

   (2) monitor the progress being made to achieve the operational
       restructuring plan and report the results to the Debtors'
       management and board of directors;

   (3) develop the Debtors' 2007 operating business plans and
       budget;

   (4) develop the underlying assumptions for the short-term
       business plans and financial forecasts, including sales
       plans by customer and product, manufacturing costs and
       efficiency improvements, working capital requirements and
       cash flow forecasts, and analyses of various alternative
       operating scenarios;

   (5) prepare and update financial forecasts relative to the
       Debtors' financing requirements in Chapter 11; and

   (6) develop a long-term strategic business plan and financial
       forecast, by:

       (a) reviewing various operating alternatives and analyzing
           alternative operating scenarios;

       (b) developing and leading the implementation of customer
           and product sales and margin plans; and

       (c) developing a detailed assessment of the Debtors'
           operations, a detailed action plan to reduce costs and
           restructure operations, and pro-forma projections
           premised upon the assumptions.

The Loughlin Meghji Agreement provides that the Debtors will
provide Mr. Loughlin, the Officers, and any other Temporary Staff
eligible to be indemnified under the Debtors' by-laws and other
applicable organizational documents with first dollar director
and officer insurance coverage.  Mr. Loughlin, the Officers, and
the Temporary Staff will be entitled to the benefit of the most
favorable indemnities provided by the Debtors to their officers
and directors.

Pursuant to the terms in the Loughlin Meghji Agreement, the
hourly rates for the Firm's professionals are:

                Designation          Hourly Rate
                -----------          -----------
                Partners                $595
                Managing Directors   $475 - $575
                Directors            $375 - $450
                Associates           $295 - $350

Professional fees incurred by Loughlin Meghji personnel on
matters related to the Debtors' Chapter 11 cases are subject to
an average monthly cap of $400,000.  Loughlin Meghji will also
receive reimbursement of all reasonable out-of-pocket expenses
incurred in connection with the Loughlin Meghji Agreement.  

Additionally, Loughlin Meghji will be entitled to a contingent
value added fee of $500,000, to be awarded and paid upon the
earlier of:

   (i) the consummation of a plan of reorganization for
       the Debtors, or

  (ii) the consummation of a sale of all or substantially all of
       the Debtors' assets through one or a series of sale
       transactions.

Loughlin Meghji will file with the Court quarterly statements for
services rendered and expenses incurred, and the Debtors will be
authorized to pay the Firm without a Court order.  But the U.S.
Trustee and the Official Committee of Unsecured Creditors have
the right to object to Loughlin Meghji's fees and expenses.

Headquartered in Greenville, Pennsylvania, Werner Co.
-- http://www.wernerladder.com/-- manufactures and distributes     
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Wants More Time to Remove Civil Actions
------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to grant an extension without prejudice to:

   (a) any position they may take regarding whether Section 362
       of the Bankruptcy Code applies to stay any given civil
       action pending against them; and

   (b) their right to seek further extensions of the period in
       which they may remove civil actions pursuant to Bankruptcy
       Rule 9027.

Kara Hammond Coyle, Esq., at Young, Conaway, Stargatt & Taylor,
LLP in Wilmington, Delaware, relates that since the Petition
Date, the Debtors have been focused on implementing an operational
restructuring plan pursuant to which, they are in the process of
moving over 80% of their unit production to facilities in Juarez,
Mexico, and sourcing their products from China.  

The Debtors have also been working diligently to produce a 2007
operating budget two months earlier than their normal budgeting
process, Ms. Coyle says.

Additionally, the Debtors have been reviewing their operations to
identify, among other things, additional ways to streamline their
business operations, eliminate unprofitable operations, and
increase the profitability of their businesses.  Moreover, Ms.
Coyle attests, the Debtors have been required to respond to
time-consuming diligence requests, litigation and discovery
demands.

Ms. Coyle says the Debtors have not had an opportunity to fully
investigate all of the State Court Actions to determine whether
removal is appropriate.  Thus, the requested extension is
necessary to ensure that the Debtors' decisions are fully
informed and consistent with the estates' best interests.

Ms. Coyle assures the Court that the extension would not
prejudice any party to a proceeding, that the Debtors may
ultimately seek to remove, from seeking the remand of the action
under 28 U.S.C. Section 1452(b) at the appropriate time.

The deadline to file objections to the Debtors' extension request
is on Jan. 23, 2007, at 4:00 p.m. (E.T.)

The Court will convene a hearing on Jan. 30, 2007, to consider  
the Debtors' request.  By application of Rule 9006-2 of the Local  
Rules of Bankruptcy Practice and Procedures of the United States  
Bankruptcy Court for the District of Delaware, the Debtors'
Removal Period is automatically extended through the conclusion
of that hearing.

Headquartered in Greenville, Pennsylvania, Werner Co.
-- http://www.wernerladder.com/-- manufactures and distributes     
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WESTWAYS FUNDING: Fitch Rates $40-Million Income Notes at BB
------------------------------------------------------------
Fitch assigns these ratings to Westways Funding IX, Ltd. and
Westways Funding IX, Inc.'s notes, which are due Nov. 30, 2011:

   -- $232,000,000 Class A Floating Rate Senior Notes 'AAA';

   -- $33,000,000 Class LA Senior Loan Interests 'AAA';

   -- $16,000,000 Class B Floating Rate Senior Subordinate Notes
      'AA';

   -- $16,000,000 Class C Floating Rate Subordinate Notes 'A';

   -- $5,000,000 Class LC Subordinate Loan Interests 'A';

   -- $16,000,000 Class D Floating Rate Junior Subordinate Notes
      'BBB';

   -- $12,000,000 Class LD Junior Subordinate Loan Interests
      'BBB'; and,

   -- $40,000,000 Income Notes 'BB'.


WINDSTREAM CORP: Fitch's Issuer Default Rating Remains at BB+
-------------------------------------------------------------
Fitch Ratings does not believe Windstream Corporation's proposed
split-off of its directory publishing business will have a
material effect on its credit profile.

Windstream's Issuer Default Rating is 'BB+' and the Rating Outlook
is Stable for all ratings.

Windstream has reported that it will split-off its directory
publishing business in a tax-free transaction.  The total value of
the transaction is $525 million and will consist of up to
$250 million of debt and an exchange for approximately
$275 million in common stock.  The company has entered into an
agreement with Welsh, Carson, Anderson & Stowe, a private equity
firm, that currently owns approximately 4.1% of Windstream.

As part of the transaction, Windstream in effect will exchange
shares in the directory business for this stake.  The value of the
transaction is approximately 7.8x directory publishing's EBITDA
for the twelve month period ending Sept. 30, 2006.  

Prior to the close of the transaction, the publishing subsidiary
will distribute to Windstream approximately $220 million of debt,
and pay a $30 million special dividend.  Windstream will exchange
all or a portion of the debt for existing debt, which will be
retired.  The $30 million from the special dividend, which
represents the tax basis in the directory business, will be used
to retire debt or repurchase common equity.  To comply with
existing indentures, the transaction will take place in two
stages.  The first share exchange will incorporate 80% of the
Windstream shares held by Welsh Carson and take place in the
second quarter of 2007.  The second exchange for the remaining
shares will take place in the fourth quarter of 2007.

Fitch believes the transaction will have a neutral to slightly
delevering effect on Windstream.  In addition, cash flow will be
slightly reduced as the directory business generated approximately
$67 million in EBITDA for the latest twelve months. The after-tax
contribution to Windstream's cash flow by the directory business
is somewhat less and the effect of its loss on free cash flow will
be mitigated by lower interest expense as well as a reduced
dividend requirement.

Windstream's 'BB+' IDR and Stable Rating Outlook incorporate
Fitch's expectations for Windstream to generate strong operating
cash flow, stable credit-protection metrics as well as have access
to ample liquidity.  Fitch's primary concern is the company's
dependence on voice service revenues in an environment of
increasing competition.  The company's financial performance is
expected to be relatively stable due to its primarily rural
operations. Contributing to its strong operating cash flow are
EBITDA margins that Fitch believes will be in the upper end of a
45%-50% range.

Fitch forecasts Windstream's dividend payout ratio as a percentage
of its net free cash flow in the 70%-75% range.  Fitch expects the
company to maintain a stable leverage ratio, with debt-to-EBITDA
in the 3.2x -3.3x range over the next few years. Liquidity is
supported by the company's $500 million revolving credit facility,
which will be in place until July 2011.  Debt maturities in the
next several years, including the required amortization of its
credit facilities, are nominal.


WINN-DIXIE: To Distribute Common Stock Under Plan on December 21
----------------------------------------------------------------
Winn-Dixie Stores, Inc. has begun advising its prepetition
unsecured creditors entitled to receive its new common stock that
it currently anticipates the initial distribution of the common
stock under Winn-Dixie's Plan of Reorganization will occur on
Dec. 21, 2006.

Winn-Dixie has selected American Stock Transfer & Trust Company to
serve as the Transfer Agent for the New Common Stock to be
distributed to holders of allowed unsecured claims under Winn-
Dixie's Plan of Reorganization.  Winn-Dixie also has elected to
use the Direct Registration System to record ownership interests
in the New Common Stock.  The Direct Registration System is a form
of electronic registration that enables stockholders to be
directly registered on the books of the issuing company, through
the Transfer Agent, with no need for physical stock certificates
(although certificates can be obtained upon request).  Creditors
entitled to receive shares through direct registration will be
receiving further information by mail concerning the distribution.  
Noteholders will receive their distribution of shares through the
facilities of the Depository Trust Company, based on instructions
from the indenture trustee.

Under the Plan of Reorganization, Winn-Dixie has until Jan. 5,
2007 to distribute its common stock, and there can be no assurance
that the scheduled December 21 distribution will not be delayed.  
In addition, certain persons entitled to shares (who have been
notified by mail) are required to take certain actions prior to
receiving shares (such as providing a required tax form or
reimbursing the company for employee withholding tax).  Such
persons are encouraged to carefully review the instructions
previously provided to them.

Winn-Dixie emerged from bankruptcy on Nov. 21, 2006.  The common
stock currently trades on the Nasdaq Global Market on a when-
issued basis under the symbol WINNV.

American Stock Transfer & Trust Company may be reached at:

     American Stock Transfer & Trust Company
     Operations Center
     6201 15th Avenue
     Brooklyn, NY 11219
     Toll-free (888) U-CALL-WD (888-822-5593)
     World Wide (718) 921-8347

Headquartered in Jacksonville, Florida, Winn-Dixie Stores Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  Paul P.
Huffard at The Blackstone Group, LP, gives financial advisory
services to the Debtors.  Dennis F. Dunne, Esq., at Milbank,
Tweed, Hadley & McCloy, LLP, and John B. Macdonald, Esq., at
Akerman Senterfitt give legal advice to the Official Committee of
Unsecured Creditors.  Houlihan Lokey & Zukin Capital gives
financial advisory services to the Committee.  When the Debtors
filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.


WILLOWBEND NURSERY: Trustee Taps Vincent Gaudio CPA as Accountant
-----------------------------------------------------------------
Andrew Suhar, the Chapter 11 Trustee appointed in Willowbend
Nursery Inc. and its debtor-affiliates' bankruptcy cases, asks the
Arthur I Harris of the U.S. Bankruptcy Court for the Northern
District of Ohio in Cleveland for authority to employ Vincent
Gaudio, CPA, as his accountant.

Vincent Gaudio, CPA, will assist in preparing payroll, payroll
taxes, general corporate accounting, and corporate taxes.

Mr. Gaudio bills at $135 per hour.

Mr. Gaudio assures the Court that he does not hold any interest
adverse to the Debtors or their estates.

Headquartered in Perry, Ohio, Willowbend Nursery, Inc. --
http://www.willowbendnursery.com/-- owns and operates a nursery  
and grow quality bareroot plants & shrubs.  The company and its
affiliates filed for chapter 11 protection on Sept. 20, 2006
(Bankr. N.D. Ohio Case No. 06-14353).  When the Debtors filed for
protection from their creditors, they listed estimated assets
between $1 million and $10 million and estimated debts between
$10 million and $50 million.


YUVAL RAN: Chapter 15 Petition Summary
--------------------------------------
Petitioner: Zuriel Lavie
            Trustee of Case No. 399/97 in the Israeli District
            Court of Tel-Aviv-Jaffa

Debtor: Yuval Ran
        1004 Pauline Street
        Bellaire, TX 77401

Case No.: 06-37067

Type of Business: Yuval Ran, a resident of Israel, in
                  April 1997, became insolvent, having accrued
                  debts totaling many million New Israeli
                  sheqel.  Mr. Ran then relocated to Houston,
                  Texas, with his family, leaving his debts
                  behind.

                  On July 10, 1997, Hapoalim Bank, a creditor,
                  Commenced bankruptcy proceedings against Ran
                  by filing a motion for receivership order in
                  the Israeli Court.  On the same day, Zuriel
                  Lavie was appointed the temporary receiver
                  over Mr. Ran's assets.  At the time the
                  bankruptcy proceedings commenced, Mr. Ran's
                  main interests were still centered in Israel.

                  On Nov. 18, 1998, the Israeli Court granted a
                  permanent receivership order against Mr. Ran,
                  appointed an official receiver, and appointed
                  Mr. Lavie as the Special Administrator.  On
                  Oct. 28, 1999, the Israeli Court granted the
                  bankruptcy order against Mr. Ran and
                  appointed Mr. Lavie as the Trustee.

                  On Feb. 24, 2000, Mr. Lavie requested the
                  Israeli Court's approval for the commencement
                  of ancillary Mr. in a United States
                  bankruptcy court.  On Feb. 29, 2000, the
                  Israeli Court granted the Trustee permission
                  to commence ancillary proceedings and to
                  retain an attorney in the United States for
                  that purpose, all subject to the Israeli
                  Court's approval.

                  On May 14, 2006, the Israeli Court approved
                  Mr. Lavie's request to engage the Sheiness
                  Scott et al., for the purpose of commencing
                  ancillary proceedings against Mr. Ran.

Chapter 15 Petition Date: December 11, 2006

U.S. Bankruptcy Court: Southern District of Texas (Houston)

Petitioner's Counsel: H. Miles Cohn, Esq.
                      Sheiness Scott et al
                      1001 McKinney Suite 1400
                      Houston, TX 77002
                      Tel: (713) 374-7020
                      Fax: (713) 374-7049

Total Assets: Not Provided

Total Debts:  Not Provided


* Six Ulmer & Berne LLP Attorneys Named as 2007 Leading Lawyers
---------------------------------------------------------------
Six attorneys from the Cincinnati office of Ulmer & Berne LLP, one
of Ohio's largest law firms with four offices across the Midwest,
have been named 2007 Leading Lawyers by Cincy Business magazine.

Cincy Business' list of Leading Lawyers includes attorneys
considered to be among the most prominent and powerful legal minds
of the Greater Cincinnati area.  All winners were nominated by
colleagues outside their firms and chosen by a panel of their
peers.

Ulmer & Berne attorneys recognized this year include:

   * Reuel D. Ash -- Banking
   * B. Scott Boster -- Mergers & Acquisitions
   * Tiffany Reece Clark -- Class Actions/Product Liability
   * Scott P. Kadish -- Real Estate
   * Michael A. Marrero -- Intellectual Property/Entertainment
   * Joseph P. Thomas -- Biotechnology

Reuel D. Ash focuses his practice on bankruptcy, insolvency,
creditors' rights and commercial litigation.  In businesses as
diverse as real estate, retail, construction, manufacturing and
restaurants, he represents individuals and corporate debtors,
creditors' committees and secured creditors in Chapter 11
reorganizations and liquidations.  His expertise includes sales
and purchases of assets from bankruptcy estates and composition
agreements and non-bankruptcy workouts.  Mr. Ash has presented
cases in bankruptcy courts and state courts throughout the region.

B. Scott Boster focuses on advising businesses and their owners,
corporate transactions, estate planning and probate matters.  In
corporate transactions, he negotiates and drafts documents for
both stock and asset transactions for the sale and purchase of
businesses.  He also prepares incorporations, limited liability
company formations, dissolutions, reorganizations and
implementation strategies to minimize federal and state taxes.  
Mr. Boster offers estate planning and counsel on a variety of
trust instruments.  He also probates and administers estates in
Ohio and Kentucky.

Tiffany Reece Clark focuses her practice on product liability
defense, drug and medical device defense, and environmental
litigation.  She handles complex civil, commercial, environmental,
and other types of mass tort litigation at both the state and
federal level.  She has experience with class actions and
multidistrict litigation.  She has experience with all aspects of
complex litigation, including removal, fact and expert discovery,
motion practice, and trial preparation.  She also has experience
in resolving cases through alternative dispute resolution,
including arbitration and mediation.

Scott P. Kadish, partner-in-charge of the Cincinnati office, is
responsible for its leadership, operations, business development
and client relationships.  He is also a member of the firm's
Management Committee.  Mr. Kadish chairs the Shopping Center Group
as the result of his nationwide representation of landlords and
tenants in the development and lease up of shopping centers.  
Additionally, Mr. Kadish counsels clients on other real estate and
business transactions and general business law.

Michael A. Marrero focuses his practice on trademarks, copyrights
and licensing, business planning, shareholder and investor
relations, acquisitions/divestitures/mergers, advertising and
promotional law and administrative law.  He has extensive
experience representing closely held corporations in business
matters, venture capital funding, acquisitions and divestitures.  
He was in-house counsel with a Fortune 500 company for more than
10 years in intellectual property, acquisitions, divestitures,
administrative law and truth-in-advertising matters.

Joseph P. Thomas, chair of the Life Sciences Group, focuses his
practice on scientifically complex litigation.  He holds
undergraduate and doctorate degrees in pharmacy, has conducted
clinical research and has published in scientific literature.  He
also is a member of the patent bar.  Recent national counsel
engagements have included the fen/phen, PPA, ephedra,
antidepressant and hormone-replacement-therapy litigations, among
others.  His experience includes class actions, MDL litigation,
mass torts and catastrophic-injury litigation.

Ulmer & Berne LLP -- http://www.ulmer.com/-- established in 1908,  
is one of Ohio's largest law firms, as well as one of the fastest
growing in the Midwest.  A full-service firm with approximately
185 attorneys in Cleveland, Columbus, Cincinnati and Chicago,
Ulmer & Berne represents publicly traded and privately held
companies, financial institutions, pharmaceutical companies,
family businesses, international joint ventures and affiliations,
investor groups, start-ups and emerging businesses, public bodies,
and nonprofit organizations.


* SEC to Propose Guidance for Sarbanes-Oxley 404 Implementation
---------------------------------------------------------------
The Securities and Exchange Commission voted, on Dec. 13, 2006, to
propose for public comment interpretive guidance for managements
regarding their evaluations of internal control over financial
reporting.  The Commission also proposed amendments to Rules 13a-
15 and 15d-15 that would make it clear that a company choosing to
perform an evaluation of internal control in accordance with the
interpretive guidance would satisfy the annual evaluation required
by those rules.  Finally, the Commission proposed amendments to
Regulation S-X to clarify the auditor's reporting requirement
pursuant to Section 404(b) of the Sarbanes-Oxley Act.

"We are proposing this interpretative guidance to help management
make their evaluation process more efficient and cost-effective,"
said SEC Chairman Christopher Cox.  "In the absence of guidance,
management has looked to the PCAOB's auditing standard to conduct
their evaluations, which is not what was intended.  With this
guidance, management will be able to scale and tailor their
evaluation procedures to fit their facts and circumstances, and
investors will benefit from reduced compliance costs.  While the
guidance is intended to help public companies of all sizes,
smaller companies should particularly benefit from its scalability
and flexibility.  We believe that [the] proposed guidance, along
with the Public Company Accounting Oversight Board's new auditing
standard to be proposed next week, will result in significant
improvements in the implementation of Sox 404."

"The guidance proposed is an important step in the roadmap the
Commission laid out in May for improving the implementation of
Section 404 for all issuers," said John W. White, Director of the
SEC's Division of Corporation Finance.  "The proposed interpretive
guidance should reduce uncertainty about what constitutes a
reasonable approach to management's evaluation while maintaining
flexibility for companies that have already developed their own
assessment procedures and tools that serve the company and its
investors well.  Companies will be able to continue using their
existing procedures if they choose, provided, of course, those
meet the standards of Section 404 and our rules.  At the same
time, the guidance maintains the important investor protection
objectives of bringing information about material weaknesses into
public view and fostering the preparation of reliable financial
statements in an effective and efficient manner."

"Our proposed guidance is focused on risk and materiality.  We
have worked hard to ensure that the proposed guidance will not
disrupt best practices already in place, or that may be evolving,
while at the same time ensuring that it would be scalable to
companies of all sizes," said Conrad Hewitt, Chief Accountant.  
"In particular, the top-down, risk-based guidance would allow for
effective, and, importantly, efficient, methods and procedures for
conducting evaluations at smaller companies.  It is also intended
to rebalance control over the process by providing management with
its own guidance -- without the need to look to auditing standards
-- for evaluating internal control over financial reporting.  
Although our guidance is directed to management and the expected
proposal from the PCAOB is directed to auditors, we encourage
respondents to take advantage of the proposals' overlapping
comment periods to consider whether the proposals, if adopted,
will ensure an appropriate balance between management's evaluation
process and the audit process.  We encourage feedback on all
aspects of our proposal."

            Section 404(a) of the Sarbanes-Oxley Act

Section 404(a) of the Sarbanes-Oxley Act directed the Commission
to adopt rules requiring each annual report of a company, other
than a registered investment company, to contain

   (a) a statement of management's responsibility for establishing
       and maintaining an adequate internal control structure and
       procedures for financial reporting; and

   (b) management's assessment, as of the end of the company's
       most recent fiscal year, of the effectiveness of the
       company's internal controls structure and procedures for
       financial reporting.

On June 5, 2003, the Commission adopted such rules implementing
Section 404(a) with regard to management's obligations to report
on its internal control over financial reporting.  The final rules
did not prescribe any specific method or set of procedures for
management to follow in performing its evaluation.

The proposal would amend the Commission's rules adopted in 2003 to
state that an evaluation conducted in accordance with the
interpretive guidance would satisfy the Commission's rules.  
However, in order to retain the flexibility that was desired by
the 2003 rules, the amendments proposed today would afford
management the latitude to either follow the interpretive guidance
or to develop and use other methods that achieve the objectives of
the Commission's 2003 rules.

Proposed Guidance for Internal Control over Financial Reporting

The proposed guidance is principles-based guidance that is
organized around two important principles:

   (a) First, management should evaluate the design of the
       controls that it has implemented to determine whether there
       is a reasonable possibility that a material misstatement in
       the financial statements would not be prevented or detected
       in a timely manner.  This principle promotes efficiency by
       allowing management to focus on those controls that are
       needed to prevent or detect material misstatement in the
       financial statements.
  
   (b) Second, management should gather and analyze evidence about
       the operation of the controls being evaluated based on its
       assessment of the risk associated with those control.  The
       principle allows management to align the nature and extent
       of its evaluation procedures with those areas of financial
       reporting that pose the greatest risks to reliable
       financial reporting.  By following these two principles, we
       believe that companies of all sizes and complexities will
       be able to implement our rules more effectively and
       efficiently.  As smaller public companies often have less
       complex internal control systems than larger public
       companies, this proposed approach would enable smaller
       public companies in particular to scale and tailor their
       evaluation methods and procedures to fit their own facts
       and circumstances.

The proposed guidance describes a risk-based approach and
addresses many of the concerns that have been raised to the
Commission including:

   * excessive testing of controls generally;

   * excessive documentation of processes, controls, and testing;
     and

   * the ability to scale the evaluation to smaller companies.

The guidance addresses four specific areas including:

(a) Identification of risks to reliable financial reporting and
the related controls that management has implemented to address
those risks.

The proposed guidance describes a risk-based approach that would
require the use of judgment to determine those areas that are both
material and which pose a risk to reliable financial reporting.  
Management then would identify the controls that address those
risks, including the risk of material misstatement due to fraud.  
The guidance would not require that every control in a process be
identified.  Once those controls are identified that adequately
address the risk of material misstatement in the financial
statements, it would be unnecessary to include additional controls
within management's evaluation.
  
b) Evaluation of the operating effectiveness of controls.

Once management has determined the controls within the scope of
its evaluation, management would then gather and analyze evidence
about the operation of those controls.  The proposed guidance
provides for a risk-based approach that would require the use of
judgment to direct management's evaluation efforts towards those
areas that pose greatest risk to reliable financial reporting
based on the company's unique facts and circumstances.  The
proposed guidance would allow management to support its evaluation
in a variety of ways and illustrates how management can consider
and utilize its existing daily interaction with its business,
self-assessment, and other ongoing monitoring activities to
support its evaluation.
  
c) Reporting the overall results of management's evaluation.

Once management has completed its evaluation, management must
decide if any identified control deficiencies are material
weaknesses.  The proposed guidance provides management with a
framework, outside of the auditing literature, for making these
judgments and includes situations that are considered strong
indicators that a material weakness exists.  The guidance
describes the factors that management should consider to evaluate
the severity of a deficiency.  If the deficiency is a material
weakness, consistent with the Commission's existing rules,
management must conclude that internal control over financial
reporting is not effective and management has reporting
responsibilities surrounding that material weakness.  In addition,
the guidance addresses the disclosure requirements for internal
control reports in situations such as scope limitations and
restatements.
  
d) Documentation.

The proposed guidance explains the nature and extent of evidential
matter that management must maintain in support of its assessment
including how management has flexibility in approaches to
documentation.  The proposed guidance indicates that such
documentation can take many forms, can be presented in a number of
ways, and does not need to include all controls within a process
that impacts financial reporting.  The proposed guidance provides
that the evidential matter maintained in support of the assessment
would also include the methods and procedures it utilizes to
gather and evaluate evidence and the basis for its conclusions
about the controls related to individual financial reporting
elements.  The proposed guidance indicates that in those
situations in which management is able to rely on its daily
interaction with its controls as a basis for its assessment,
management may have limited documentation created specifically for
the evaluation beyond documentation regarding how its interaction
provided it with sufficient evidence.

     Public Company Accounting Oversight Board Coordination

Although the issuance of the proposed interpretive release is a
major milestone in the improvement of the implementation of
Section 404, the Commission remains committed to all of the steps
set forth in the roadmap that was released entitled "Next Steps
for Sarbanes-Oxley Implementation."  In that regard, the
Commission and its staff have also been working closely with the
Public Company Accounting Oversight Board over the past few months
in their work to develop a new auditing standard that would
supersede Auditing Standard No. 2, the Board's existing auditing
standard on internal control over financial reporting.  The
proposed standard is expected to provide for more efficient, risk-
based, scalable audits of internal control over financial
reporting while retaining the important investor protection
benefits.  The proposed amendments to Regulation S-X are intended
to clarify the auditor-reporting requirement in a consistent
manner with the anticipated proposed new auditing standard.  The
Board has disclosed that it intends to consider proposing the new
auditing standard at the Board's open meeting to be held next week
on Tuesday, Dec. 19, 2006.


* BOOK REVIEW: Cardozo and Frontiers of Legal Thinking: With
               Selected Opinions
------------------------------------------------------------
Author:     Beryl H. Levy
Publisher:  Beard Books
Paperback:  336 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122689/internetbankrupt

Cardozo and Frontiers of Legal Thinking, by Beryl H. Levy portrays
Justice Cardozo, a lawyer and philosopher, as concerned with
harmonizing legal rules with social values and the demands of
stability with changes in the law.

In this scholarly but eminently readable tome, Beryl H. Levy
focuses on the law that is made by judges in the higher courts
when an appeal is taken from the trial court.

He specifically addresses closely contested cases where convincing
briefs have been presented by both sides and where the judges on
the appellate court are likely to be divided.

The point of departure is the thinking of Justice Benjamin
Cardozo, who recognized emerging trends and forces in the country
and made public law more responsive to them.

                             *********

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

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

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

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

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

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***