TCR_Public/061219.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 19, 2006, Vol. 10, No. 301

                             Headlines

ACTUANT CORP: Earns $25.2 Million in 2006 Fourth Quarter
ADELPHIA COMMS: ACC Noteholders Want $5 Billion Secured Debt Paid
AFFILIATED COMPUTER: Identifies $51MM Additional Non-Cash Expense
AGILENT TECHNOLOGIES: Completes Acqiris and PXIT Acquisitions
AMERIQUAL FINANCE: Moody's Holds Corporate Family Rating at B1

ANCHOR GLASS: Claims Objection Deadline Stretched to March 1
ANCHOR GLASS: Hires Brian Bussell as New CEO
ANDREW CORP: Posts $34.2 Million Net Loss in FY Ended Sept. 30
APRIA HEALTHCARE: Appoints Dr. Norman Payson as Director
ASARCO LLC: Court Expands SRK Consulting's Scope of Employment

ASARCO LLC: Court Okays NAI Utah as Real Estate Agent
ASSET BACKED: Fitch Rates $14.2-Mil. Class B Certificates at BB+
BANYAN CORP: Posts $565,527 Net Loss in 2006 Third Fiscal Quarter
BAYOU GROUP: Court Sets January 17 as Bar Date for Filing Claims
BLOCKBUSTER INC: S&P Holds Ratings and Revises Outlook to Stable

BRIDGEVIEW VILLAS: Case Summary & Seven Largest Unsec. Creditors
CALPINE CORP: Fitch Withdraws Junk Rating on Sr. Unsecured Debt
CARIBE MEDIA: S&P Puts B Senior Debts' Rating on Negative Watch
CBD MEDIA: Moody's Holds Corporate Family Rating at B2
CBD MEDIA: S&P Places Junk Rating on Sr. Debt on Negative Watch

CENTRAL AMERICAN: Moody's Lifts Sr. Notes' Rating to B1 from B2
CHURCH & DWIGHT: Moody's Upgrades Corporate Family Rating to Ba1
CLECO CORP: Completes Financing of Bonds Issued by Rapides Finance
COLFAX CORP: S&P Affirms Ratings and Says Outlook is Stable
COLLINS & AIKMAN: Excl. Plan-Filing Period Intact Until Jan. 12

COLLINS & AIKMAN: Seeks Approval of Deal with Customers & JPMorgan
CONVERIUM HOLDINGS: S&P Raises Credit Rating to BBB from BB+
COOPER COMPANIES: Weak Financial Results Cue S&P's Negative Watch
COUDERT BROTHERS: Panel Clamors for Ch. 11 Trustee Appointment
COUDERT BROTHERS: Hires Kurtzman Carson as Claims Agent

CHRISTOPHER WICKSTROM: Voluntary Chapter 11 Case Summary
CSFB HOME: S&P Holds Low-Ratings on 12 Certificate Classes
CVS CORP: Inks Merger Agreement With Caremark Rx
CVS CORP: Caremark Rx Receives Express Scripts' Unsolicited Bid
CVS CORP: Express Scripts Discloses Details of Caremark Offer

DAIMLERCHRYSLER: Unit Ordered to Pay $350MM in U.S. Fraud Case
DELPHI CORP: Investor Group Commits Up to $3.4 Billion Investment
DELPHI CORP: Steering Unit Books $3.3 Bil. in New Business
DETROIT SCHOOL: Mounting Financial Strain Cue Fitch's Neg. Outlook
DEUTSCHE MORTGAGE: Fitch Lifts Low-B Ratings on $86.3-Mil of Debts

DIVERSIFIED REIT: Fitch Lifts Rating on $4MM Class H Notes to BB-
DIVERSIFIED REIT: Fitch Lifts Rating on $5MM Class F Notes to BB+
DOLLARAMA GROUP: Moody's Rates $200-Mil. Sr. Unsecured Notes at B3
DORAL FINANCIAL: Board Approves Monthly Cash Dividend
DUPREE & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors

EDISON MISSION: S&P Holds Ratings and Revises Outlook to Stable
ENTERGY NEW: Court Approves Transfer of Cottonwood Energy's Claim
EUROGAS INC: Sept. 30 Balance Sheet Upside-Down by $41.1 Million
FIELDCREST BUILDING: Case Summary & 13 Largest Unsecured Creditors
FINANCIAL MEDIA: Aug. 31 Balance Sheet Upside-down by $2.2 Million

FOAMEX INTERNATIONAL: Seeks Conversion of FMXI Into Delaware LLC
FOAMEX INT'L: Pa. Revenue Dept. Opposes Amended 2nd Ch. 11 Plan
FOOTE DEVELOPMENT: Case Summary & Largest Unsecured Creditor
GEO GROUP: Modifies Financing Plan for CentraCore Purchase
GEORGIA-PACIFIC: Fitch Rates New $1.25-Bil. Senior Notes at B+

GLASSMASTER COMPANY: Elliott Davis Raises Going Concern Doubt
GRANITE BROADCASTING: Organizational Meeting Set for Thursday
HARRAH'S ENT: Board to Decide on $16.7-Bil Buyout Offer Today
HEALTHY DIRECTIONS: S&P Lifts Rating to B+ with Stable Outlook
HENRY SKAGGS: Case Summary & 12 Largest Unsecured Creditors

HOLLINGER INC: Two Subsidiaries Sell Assets for $16.81 Million
HOLLINGER INC: Can File Financials Under Fair Value Basis
INTERMEC INC: Fitch Withdraws BB- Rating on Senior Unsecured Debt
JANI KASSU: Voluntary Chapter 11 Case Summary
JOHN SHANNON: Voluntary Chapter 11 Case Summary

J.P. MORGAN: Fitch Rates $16.29-Mil. Certificate Class at BB+
J.P. MORGAN: S&P Holds Junk Rating on Class M Certificates
KB HOME: Planned Restatement Prompt Moody's Ratings Review
KYPHON INC: Moody's Rates New $675-Mil. Sr. Credit Facility at B1
LA PETITE: Moody's Holds Rating on $130-Mil. of Sr. Loans' at B2

LARRY BROWN: Case Summary & 13 Largest Unsecured Creditors
LBREP/L SUNCAL: Liquidity Pressures Cue S&P's Negative Watch
LODGENET ENT: Buys Ascent Entertainment for $380 Mil. from Liberty
LODGENET ENT: Command Corp. Agreement Cues S&P's Negative Outlook
LONNIE DUEKER: Voluntary Chapter 11 Case Summary

LSP BATESVILLE: S&P Holds B+ Rating on $326 Mil of Senior Bonds
MIAD SYSTEMS: Inks $380,000 Loan Pact with M.L. Strategic Limited
MIDLAND COGENERATION: S&P Withdraws B Rating on $200-Mil. Bonds
MIDLAND COGENERATION: Fitch Withdraws Junk Rated Secured Bonds
MIDDLE MICHIGAN: Case Summary & Largest Unsecured Creditor

MOTHERS WORK: S&P Lifts Corporate Credit Rating to B from B-
NAVISTAR INT'L: Reports Increased Truck Shipments in Fiscal 2006
NAVISTAR INT'L: CFO William Caton Replaces Robert Lannert as Dir.
NEENAH FOUNDRY: Moody's Holds Corporate Family Rating at B2
NEW CASTLE: Case Summary & Nine Largest Unsecured Creditors

NEW WORLD: October 3 Balance Sheet Upside Down by $138 Million
NEWCOMM WIRELESS: Has Until December 22 to File Schedules
NEWPAGE CORPORATION: Moody's Lifts Corporate Credit Rating to B1
CASCADES INC: Norampac Acquisition Cues DBRS to Lower Ratings
NORTEL NETWORKS: Amends $750 Million Master Facility Agreement

NORTH STREET: Fitch Holds Rating on $49-Mil. Income Notes at BB+
OASIS HEATING: Voluntary Chapter 11 Case Summary
OMNOVA SOLUTIONS: Fitch Issuer Default Rating at B+
PABLO DERBOGHOSSIAN: Case Summary & 6 Largest Unsecured Creditors
PAK-A-SAK FOOD: Case Summary & 20 Largest Unsecured Creditors

PALMDALE HILLS: S&P Lowers and Places Ratings on Negative Watch
PARK-OHIO: Improved Performance Prompts S&P's Rating Upgrade
PEABODY ENERGY: S&P Rates $500-Million Junior Debentures at B
PRIDE BUSINESS: Posts $8.6 Million Net Loss in 2006 Third Quarter
REFCO INC: Plan Satisfies 13 Steps for Confirmation, Court Rules

REVERE INDUSTRIES: Moody's Cuts Corp. Family Rating to B3 from B2
RUBICON MINERALS: Completes Plan of Arrangement With Africo
SG MORTGAGE: Fitch Rates $12.6-Mil. Class M-10 Certificates at BB+
SAGITTARIUS BRANDS: Poor Performance Cues S&P's Negative Outlook
SAINT VINCENTS: Wants to Assume Extended Lease With BBC Realty

SAINT VINCENTS: Medclr Offers Higher Bid for Aged Receivables
SALON MEDIA: Posts $349,000 Net Loss in 2006 Third Fiscal Quarter
SANMINA-SCI: S&P Retains Negative CreditWatch on BB- Rating
SCRANTON PA: Chronic Budget Imbalance Cues S&P to Hack Ratings
SHUMATE IND: Completes $3.7 Mil. Private Placement of Securities

SITEL CORPORATION: Earns $7.4 Million in 2006 Second Quarter
SONIA INVESTMENTS: Voluntary Chapter 11 Case Summary
STATSURE DIAGNOSTIC: Sept. 30 Balance Sheet Upside-Down by $8 Mil.
STONE ENERGY: Moody's Downgrades Corp. Family Rating to B3
TECH DATA: Moody's Rates Proposed $350 Mil. Senior Notes at Ba2

TITAN FINANCIAL: Court Grants Chapter 7 Conversion Plea
TITAN INTERNATIONAL: Moody's Rates $200-Mil. Senior Notes at B3
THAXTON GROUP: Court Extends Removal Period to May 30
THOMAS MCINTYRE: Case Summary & 23 Largest Unsecured Creditors
TRUE TEMPER: S&P Lowers Subordinated Debt Rating to CCC

UNION ROAD: Case Summary & 14 Largest Unsecured Creditors
USN CORP: Sept. 30 Balance Sheet Upside-Down by $21.5 Million
VENTAS INC: Moody's Rates $230-Million Senior Notes at Ba2
VENTURE VII: Moody's Places Ba2 Rating on $11.4 Mil. Class E Notes
VILLAJE DEL RIO: Colina Fails in Bid to Install Chapter 11 Trustee

VILLAJE DEL RIO: Plan Confirmation Hearing Set for January 22
WACHOVIA BANK: Moody's Holds Low-B Ratings on $32.5 Mil. of Certs.
WASHINGTON MUTUAL: Good Performance Cues Moody's Rating Upgrades
WASTECH INC: Posts $131,584 Net Loss in Quarter Ended Sept. 30
WILLIAM LYON: Moody's Holds Corporate Family Rating at B1

WINDSTREAM CORP: Moody's Affirms Corporate Family Rating at Ba2
WINSTON HOTELS: Moody's Lifts Preferred Stock Rating to B2 from B3

* Large Companies with Insolvent Balance Sheets

                             *********

ACTUANT CORP: Earns $25.2 Million in 2006 Fourth Quarter
---------------------------------------------------------
Actuant Corporation reported record sales and earnings for its
fourth quarter and fiscal year ended Aug. 31, 2006.

Fourth quarter fiscal 2006 net earnings was $25.2 million,
compared to $19.1 million for the fourth quarter of fiscal 2005.  
Fiscal 2006 fourth quarter results include a $4.9 million pre-tax
charge covering a portion of the company's restructuring of its
European electrical business, offset by a $5.4 million income tax
benefit primarily related to the reversal of a tax valuation
allowance for net operating losses.  

Net earnings for fiscal 2006 were $92.6 million compared to
$71.3 million for the prior year.  

Fourth quarter sales increased approximately 21% to $324.6 million
compared to $269.4 million in the prior year, driven by strong
base business growth and sales from acquired businesses.  
Excluding foreign currency exchange rate changes and sales from
acquired businesses, fourth quarter sales increased approximately
13% from the comparable prior year period.  Sales for the fiscal
year ended Aug. 31, 2006 were $1.2 billion, approximately 23%
higher than the $976 million in the comparable prior year period,
reflecting sales volume added through business acquisitions and
strong base business growth.  Excluding the impact of foreign
currency rate changes and sales from acquired businesses, full
year sales increased 9% year-over-year.

Commenting on the results, Robert C. Arzbaecher, Chief Executive
Officer, stated, "Actuant finished fiscal 2006 strongly, driving
another quarter of significant year-over-year sales and earnings
growth.  The continued profitable growth in our industrial tools
businesses, Enerpac and Hydratight, led the record results.
Additionally, as expected, automotive business revenues grew 63%
for the quarter on sales related to new convertible model
introductions."

Mr. Arzbaecher added, "We are very happy with Actuant's progress
in fiscal 2006 as we continued to execute our business model to
drive strong cash flow and earnings growth.  Our team achieved 9%
sales growth excluding currency and acquisitions, deployed
approximately $129 million in aggregate on acquisitions that
strengthened our existing business, and continued to drive LEAD
(Lean Enterprise Across Disciplines) and organizational competency
throughout the business.  Fiscal 2006's 21% EPS growth was the
fifth consecutive year of EPS growth in excess of 15% since
Actuant's creation through a spin-off.  We were also able to
convert those strong earnings into cash, generating over $100
million of cash flow, which was again in excess of net income."

Net debt at Aug. 31, 2006 was approximately $455 million, compared
to $460 million at the beginning of the quarter.  The reduction in
net debt during the quarter was attributable to fourth quarter
cash flow of approximately $29 million, partially offset by the
$24 million of borrowings to fund the August 2006 Actown
acquisition.  Availability under the company's revolving credit
facility remained strong at approximately $170 million as of Aug.
31, 2006.

Year-over-year, Actuant's fiscal 2006 fourth quarter and full
fiscal year operating profit increased to $38.2 million and $154.1
million, respectively, including the fourth quarter European
Electrical restructuring charge of $4.9 million.  Year-over-year
fourth quarter operating profit margins expanded from 13.1% to
13.3%, excluding the negative impact of the restructuring charge
in fiscal 2006.  

At Aug. 31, 2006, the company's consolidated balance sheet showed
$1.2 million in total assets, $850,410 in total liabilities, and
$362,965 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Aug. 31, 2006, are available for
free at http://researcharchives.com/t/s?1730

                     About Actuant Corporation

Actuant Corp. (NYSE:ATU) -- http://www.actuant.com/--  
manufactures and markets a broad range of industrial products and
systems, organized into two business segments, Tools & Supplies
and Engineered Solutions.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2006,
Moody's Investors Service affirmed its Ba2 corporate family rating
for Actuant Corp.


ADELPHIA COMMS: ACC Noteholders Want $5 Billion Secured Debt Paid
-----------------------------------------------------------------
The ACC Senior Noteholders ask the U.S. Bankruptcy Court for the
Southern District of New York to reconsider its deferral of their
motion to order Adelphia Communications Corp. and its debtor-
affiliates to immediately pay in full approximately $5,000,000,000
in principal amount of senior secured debt, in light of the
adjournment of the hearing on the Disclosure Statement Supplement.

The ACC Senior Noteholders want the ACOM Debtors to immediately
pay in full the principal amount of senior secured debt currently
outstanding, and any accrued but unpaid interest, under the:

    -- Olympus Co-Borrowing Facility,
    -- Century Co-Borrowing Facility,
    -- UCA/HHC Co-Borrowing Facility, and
    -- FrontierVision Prepetition Credit Agreement.

The ACC Senior Noteholders also ask the Court to schedule a
hearing on their motion as soon as possible.

The ACC Senior Noteholders are:

    -- Aurelius Capital Management, LP;
    -- Banc of America Securities, LLC;
    -- Catalyst Investment Management Co., LLC;
    -- Drawbridge Global Macro Advisors, LLC;
    -- Drawbridge Special Opportunities Advisors, LLC;
    -- Elliott Associates, LP;
    -- Farallon Capital Management, LLC;
    -- Noonday Asset Management, LP;
    -- Perry Capital LLC; and
    -- Viking Global Investors, LP.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP in New
York contends that, en route toward solicitation and confirmation
of a plan of reorganization, Adelphia Communications Corp. is
spending more than $41,000,000 per month in unnecessary
postpetition interest on the Bank Debt.

The significant erosion of ACOM's estate requires the Court's
immediate action, Mr. Bienenstock contends.

The ACC Senior Noteholders including Aurelius Capital Management
LP, Banc of America Securities LLC, and Catalyst Investment
Management Co. LLC, relate that at the scheduling conference held
on Sept. 26, 2006, the Court found that:

    -- their motion to direct the ACOM Debtors to immediately pay
       in full the $5,000,000,000 in principal amount of senior
       secured debt "deserves to be heard," but declined to set
       the motion for hearing; and

    -- temporarily adjourning their motion will, among other
       things, "avoid[] interference with the solicitation
       process."

Mr. Bienenstock notes that in excess of $1,500,000,000 has been
paid as adequate protection interest payments on certain secured
bank debt in the ACOM Debtors' Chapter 11 cases.

Mr. Bienenstock tells the Court that after the sale of
substantially all of the ACOM Debtors' assets, repayment of their
postpetition financing, and consummation of the Joint Venture Plan
of Reorganization for the Parnassos Debtors and Century-TCI
Debtors, the ACOM Debtors are holding in excess of $17,500,000,000
in value, approximately $12,500,000,000 in cash.

Mr. Bienenstock contends that each day's delay in satisfying the
Bank Debt further diminishes the value available to satisfy
unsecured claims in the ACOM Debtors' cases.

Specifically, Mr. Bienenstock points out, parties-in-interest have
been told that the "burn rate" is approximately $1,300,000 per day
or up to $40,000,000 a month, minus the limited amount that the
ACOM Debtors may earn on their investments in accordance with
applicable investment guidelines.

Mr. Bienenstock notes that the ACOM Debtors' Revised Fifth
Amended Plan of Reorganization proposes to treat the Bank Debt by
payment of outstanding principal amount and interest accrued on
the Plan's Effective Date, subject to the right of disgorgement.

Mr. Bienenstock relates that the ACC Senior Noteholders noted in
open court their intention to oppose the ACOM Plan.

Mr. Bienenstock asserts that since all of the ACOM Debtors' assets
have been sold and the ACOM Plan is a liquidation plan under the
guise of a chapter 11 plan, the Court and all parties should take
whatever steps necessary and appropriate "to cease the needless
incurrence of interest in the Bank Debt and the hemorrhaging of
value that occurs daily."

Mr. Bienenstock further argues that:

    (a) holders of the Bank Debt are entitled to adequate
        protection payments consistent with the Court's prior
        conclusion regarding the oversecured status of the Bank
        Debt;

    (b) the ACOM Debtors have a fiduciary duty to maximize their
        estates' value;

    (c) Section 105 of the Bankruptcy Code authorizes the Court to
        enter orders in furtherance of adequate protection and
        maximizing value;

    (d) the ACC Senior Noteholders' request for the Bank Debt
        payment is substantially similar to those requests granted
        in:

           * In re Calpine Corp., Case No. 05-60200 (BRL); and
           * In re Wabash Valley Power Assoc., Inc., 167 B.R. 885
             (S.D. Ind. 1994);

    (e) the duty to maximize value and Sections 361 and 105 of
        the Bankruptcy Code mandate payment of the Bank Debt to
        stop the erosion of the ACOM Debtors' estates; and

    (f) the ACOM Plan should not be used as leverage.

           Non-Agent Committee Supports Immediate Payment

The Ad Hoc Committee of Non-Agent Secured Lenders supports the
ACC Senior Noteholders' request.

On behalf of the Non-Agent Committee, Richard L. Wynne, Esq., at
Kirkland & Ellis LLP, in New York, contends that allowing the
immediate payment of the Bank Debt will:

    (1) reduce the need to confirm the ACOM Plan on an expedited
        basis;

    (2) substantially narrow Bank Lender issues with respect to
        the ACOM Plan confirmation;

    (3) eliminate the inappropriate and improper coercive
        provisions of the ACOM Plan; and

    (4) subject to the same disgorgement provisions previously
        approved by the Court and provided by the ACOM Plan,
        eliminate the need for the estate to pay contract interest
        to the Lenders until confirmation, and will not be
        prejudicial to any parties-in-interest given the
        disgorgement provisions that would apply.

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

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


AFFILIATED COMPUTER: Identifies $51MM Additional Non-Cash Expense
-----------------------------------------------------------------
Affiliated Computer Services Inc. determined that the incremental
cumulative non-cash compensation expense through June 30, 2006,
related to incorrect accounting measurement dates is approximately
$51 million and that prior year financial statements will be
restated.

The determination was arrived at after it has completed the review
and evaluation of the results of its internal investigation of its
historical stock option practices.

The company is currently reviewing the tax impact, including
related interest and penalties, associated with stock options and
other matters.

The company's management made on Dec. 7, 2006, a presentation of
its determination to the audit committee of its board of directors
who concurred with and approved management's determination.

Previously, the company disclosed that it was continuing to review
and evaluate the results of the internal investigation and recent
accounting guidelines established by the Securities and Exchange
Commission to determine the accounting consequences of the use of
incorrect measurement dates for certain stock option grants during
the period from 1994 through 2005.

The company's management is also currently evaluating the impact
of the results of the internal investigation of its stock option
practices on its internal control over financial reporting and
disclosure controls and procedures.

The company's management has already discussed the matter with the
Audit Committee and PricewaterhouseCoopers LLP, the company's
independent registered public accounting firm.

Headquartered in Dallas, Texas, Affiliated Computer Services,
Inc., (NYSE: ACS) -- http://www.acs-inc.com/-- provides business  
process outsourcing and information technology solutions to
commercial and government clients.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2006
Standard & Poor's Ratings Services kept its ratings for Affiliated
Computer Services Inc. including the 'B+' corporate credit rating,
on CreditWatch, where they were placed with negative implications
on Sept. 29, 2006.


AGILENT TECHNOLOGIES: Completes Acqiris and PXIT Acquisitions
-------------------------------------------------------------
Agilent Technologies Inc. has completed the acquisition of Acqiris
SA and PXIT Inc.  Financial details of these two transactions were
not disclosed.  All of Acqiris and PXIT's employees have joined
Agilent.

Acqiris is a privately held company that provides high-speed
digitizers and analyzers used in commercial, industrial and
government electronics markets.  Acqiris' products include a broad
offering of digitizers, time-to-digital converters and waveform
analyzers with high resolution and high-speed performance.  The
company also offers software, integration and development support
as well as long-term maintenance and support.

PXIT is a privately held company that provides signal integrity
testing systems for broadband optical transceiver manufacturers.

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/--   
is the world's premier measurement company and a technology leader
in communications, electronics, life sciences and chemical
analysis.  The company's 20,000 employees serve customers in more
than 110 countries.  Agilent had net revenue of $5.1 billion in
fiscal 2005.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's Investors Service upgraded the ratings of Agilent
Technologies Inc. to Ba1 from Ba2 and revised the outlook to
positive.

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Palo Alto, California-based Agilent Technologies
Inc. on CreditWatch with positive implications.


AMERIQUAL FINANCE: Moody's Holds Corporate Family Rating at B1
--------------------------------------------------------------
Moody's Investors Service changed the company's Speculative Grade
Liquidity Rating to SGL-3 from SGL-2, reflecting the recent
weakening in the company's cash position owing to substantial cash
outflows in Fiscal Year 2006, as well as the degree to which the
company is relying on its revolving credit facility to cover the
cash short-falls.

All of the company's debt ratings have been affirmed, as Moody's
believes that the balance of the credit fundamentals remain strong
enough to support the current B1 Corporate Family Rating and B2
senior notes rating.

The ratings outlook remains stable.

Moody's assesses AmeriQual's liquidity to be adequate, although
its liquidity profile has deteriorated somewhat in FY 2006 due to
weakness in internal sources of cash.  AmeriQual maintains only a
small cash balance: essentially no cash as of September 2006 and
only $3 million one year prior.  Free cash flow was negative
$15 million over the LTM September 2006 period when it undertook
heavy expenditures on working capital and CAPEX to support
business growth -- revenues increased by over 30% over this
period.

The company also paid material dividends to its equity holders
over this period, resulting in the exhaustion of internal sources
of liquidity to cover its operating requirements.  Moody's expects
free cash flows to improve over the next 12 months, as CAPEX and
working capital levels are likely to moderate, and assuming a
modest degree of revenue growth associated with new military
supply contracts while operating margins are maintained.

Also, with the majority of the company's debt represented by the
$105 million senior notes due 2012 and a $35 million senior
secured revolving credit facility due 2010, the company will not
face significant debt repayment requirements over the next few
years.  As such, Moody's believes that AmeriQual's cash flow
generation will be adequate to cover all but large, unanticipated
expenditures over the next 12 months, while possibly reducing
revolver drawings.

The B1 Corporate Family Rating continues to reflect AmeriQual's
relatively high leverage, its small revenue base and customer
concentration, and risk that the company's market position or
product mix in the military food sector may change over the next
few years, negatively affecting margin volatility over time.  The
ratings positively consider the company's strong and stable profit
margins as a leading supplier of field rations to the U.S.
military, the current strong military contracting environment for
operating requirements, consistent supplementary income provided
by its long-standing commercial business segment.

Downgrades:

   * Ameriqual Group, LLC

      -- Speculative Grade Liquidity Rating, Downgraded to SGL-3
         from SGL-2

AmeriQual Group, LLC, headquartered in Evansville, Idiana, is a
supplier of individual and group field rations to the U.S.
Department of Defense.  The company is also a provider of thermal
processing of flexible retort packaging products for major
commercial food marketing and distributions companies.  AmeriQual
had LTM September 2006 revenues of $233 million.


ANCHOR GLASS: Claims Objection Deadline Stretched to March 1
------------------------------------------------------------
Anchor Glass Container Corporation sought and obtained an order
from the U.S. Bankruptcy Court for the Middle District of Florida
extending its deadline to object to claims, through and including
March 1, 2007.

During the course of dealing with claims objections, Anchor Glass
and the Alpha Resolution Trustee have discovered that in certain
instances it is still not clear in which class certain filed
claims belong, Robert A. Soriano, Esq., at Shutts & Bowen LLP, in
Tampa, Florida, maintains.  "This confusion is sometimes the
result of the way a claimant prepared the claim and sometimes the
way in which the claim was classified by Acclaris, Inc., [the
Debtor's] official noticing agent, claims agent, and balloting
agent," Mr. Soriano relates.

Pursuant to the Debtor's Second Amended Plan of Reorganization,
the Alpha Resolution Trustee is responsible for objecting to
contested claims in Class 5, consisting of General Unsecured
Claims, while Anchor Glass is responsible for objecting to any
other contested Claims.

Mr. Soriano notes that the Alpha Trustee has sought to extend its
Claims Objection Deadline to February 28, 2007.  For this reason,
Anchor Glass asked the Court to extend its Claims Objection
Deadline to March 1 to avoid a situation in which the Alpha
Trustee has successfully objected to a claim that might become
the responsibility of the Debtor.  The Debtor does not want to be
prejudiced by not being able to interpose an objection to a
claim, if appropriate, Mr. Soriano explains.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ANCHOR GLASS: Hires Brian Bussell as New CEO
--------------------------------------------
Anchor Glass Container Corporation has hired Brian N. Bussell as
its new chief executive officer.  James Continenza, a member of
the company's board of directors had been serving as Interim CEO
since September.

Mr. Bussell joins Anchor Glass from Coca-Cola Enterprises where he
most recently served as the Vice President of Operations and
Supply Chain Management for North America.  Mr. Bussell said, "I
am excited to have the opportunity to lead the Anchor team and
look forward to working with Anchor's loyal customers and
suppliers."

In making the announcement, Mr. Continenza said, "I took on the
role of Interim CEO in September at the request of the board and
am proud of all the hard work the Anchor team has completed during
my short tenure.  I look forward to transitioning with Brian and
working closely with him in the future as I return to my duties as
chair of the compensation committee and a member of Anchor's board
of directors."

Anchor Glass' board chairman Eugene Davis said, "We are very
pleased to welcome Brian to Anchor, and we thank Mr. Continenza
for getting the company pointed in the right direction and for his
many other contributions to Anchor.  We expect Jim to remain
actively involved in developing strategic opportunities for Anchor
and believe that his time in the CEO role will prove to have
served him well as he once again becomes a very important member
of our board."

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ANDREW CORP: Posts $34.2 Million Net Loss in FY Ended Sept. 30
--------------------------------------------------------------
Andrew Corp. reported a $34.2 million net loss for the fiscal year
ended Sept. 30, 2006, compared with net income of $38.8 million
for fiscal 2005.  The loss is primarily due to the $79 million
increase in income tax expense as a result of the recording of a
valuation allowance on its U.S. deferred tax assets.

Sales for fiscal 2006 of $2.1 billion increased from $1.9 billion
fiscal 2005.  The sales increase resulted from higher sales in
Antenna and Cable Products and Base Station Subsystems offset by
an expected sales decline in Network Solutions.

The company's top 25 customers accounted for 69% of sales in
fiscal 2006, 2005, and 2004.  In fiscal 2006 and 2005, major OEMs
accounted for 39% of sales.  No single customer accounted for more
than 10% of sales in fiscal 2006.  In fiscal 2005, Cingular
Wireless accounted for 11% of total sales.

Gross profit margins decreased slightly from 22.3% in fiscal 2005
to 22.1% in fiscal 2006 due primarily to higher commodity costs,
especially copper, and the expected decrease in Network Solutions
margin contribution resulting from the completion of U.S. E-911
upgrade installations.

Operating expenses were $390 million in fiscal 2006, or 18.2% of
sales, compared with $359 million in fiscal 2005, or 18.3% of
sales.  Operating expenses increased $30.8 million compared with
fiscal 2005 due primarily to higher sales and administrative
costs, which increased from 11.4% of sales in fiscal 2005 to 11.9%
of sales in fiscal 2006.  Research and development expenses
increased $5.1 million in fiscal 2006 versus fiscal 2005, but
decreased as a percentage of sales from 5.5% in fiscal 2005 to
5.3% in fiscal 2006.

                 Sales by Major Geographic Region

Sales in the Americas increased 6% in fiscal 2006 compared to
fiscal 2005 due to strong growth in antenna and cable products,
power amplifiers and filter sales which were offset by sales
decreases in geolocation equipment and satellite products.

Europe, Middle East, and Africa sales increased 8% in fiscal 2006
compared to fiscal 2005 due to strong Antenna and Cable Group
sales, primarily resulting from the acquisition of Precision
Antenna Ltd., offset by lower Base Station Subsystems Group sales.

Asia Pacific sales increased 28% in fiscal 2006 compared to fiscal
2005 due to increased Antenna and Cable Group sales, primarily in
India, Indonesia, and China.  With the anticipated issuance of 3G
licenses in fiscal 2006, Chinese operators slowed their investment
in wireless infrastructure in fiscal 2005.

                          Gross Profit

Gross profit as a percentage of sales was 22.1% in fiscal 2006 and
22.3% in fiscal 2005.  Two of the more significant factors driving
the margin decrease were the company's changing product mix and
increased commodity costs.  Over the last three years, Andrew's
gross profit percentages have changed as its product offering has
evolved from primarily passive components to complete system
solutions, including more active electronic components.

Additionally, higher margin geolocation sales have decreased over
the past three years as U.S. service providers have implemented
and completed E-911 upgrade installations.  In fiscal 2006, the
company used approximately 70 million pounds of copper.  The
company's average cost per pound of copper increased by
approximately $0.45 throughout fiscal 2006, resulting in an
increase in cost of products sold of approximately $32 million or
1.5% of sales.  In addition, in fiscal 2005, product recall costs
associated with one of the company's Base Station Subsystem
products resulted in a charge of $17 million or 0.8% of sales.

                  Liquidity and Capital Resources

In fiscal 2006 the company had cash flow from operations of
$91.8 million.  Cash and cash equivalents were $169.6 million at
Sept. 30, 2006, a decrease of $19.2 million from Sept. 30, 2005.
Working capital was $585 million at Sept. 30, 2006, compared with
$639 million at Sept. 30, 2005.

The company's balance sheet at Sept. 30, 2006, showed total assets
of $2.4 billion, total liabilities of $900 million, and total
shareholders' equity of $1.5 billion.

A full text-copy of the company's annual report on Form 10-K may
be viewed at no charge at http://ResearchArchives.com/t/s?1729

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures  
and delivers equipment and solutions for the global communications
infrastructure market.  The company serves operators and original
equipment manufacturers from facilities in 35 countries.

                           *     *     *

Standard & Poor's Ratings Services revised its CreditWatch
implications on Andrew Corp. to negative from developing.  The
'BB' corporate credit rating and other ratings on the company were
placed on CreditWatch developing on Aug. 7, 2006.


APRIA HEALTHCARE: Appoints Dr. Norman Payson as Director
--------------------------------------------------------
Apria Healthcare Group Inc. has filled a vacancy on its Board of
Directors by the appointment of Norman C. Payson, MD.

"As the leading contracted provider to more managed care
organizations than any other homecare provider, Apria will greatly
benefit from Dr. Payson's extensive managed care experience," said
David L. Goldsmith, Chairman of Apria's Board of Directors.  "We
are looking forward to his contributions to the Board as Apria
continues to strengthen all aspects of its business."

Prior to these roles, Dr. Payson served as chief executive officer
of Oxford Health Plans from 1998 through 2002, where he led the
successful turnaround of the New York-based managed care plan
before its 2004 sale to United Health Group.  In 1985, Dr. Payson
co-founded Healthsource, Inc., a large health plan operating in 15
states, and served as its chief executive officer through 1997.

Dr. Payson, 58, is Chairman of the Board of Concentra, a
healthcare company that specializes in occupational health.  He
also serves as a director of Medicine in Need Corporation (MEND),
a charitable biotechnology drug development company that
specializes in diseases that afflict the third world.

A graduate of the Massachusetts Institute of Technology, Dr.
Payson received his medical degree from Dartmouth Medical School.
Currently, he is a graduate student lecturer at the Center for
Evaluative Clinical Sciences at Dartmouth Medical School, the Tuck
School at Dartmouth, the Columbia University School of Public
Health, the Sloan School at MIT and the University of Chicago
Graduate School of Business.  Among other industry and charitable
activities, Dr. Payson is on the Board of Directors of America's
Health Insurance Plans and chairs its committee on quality, and on
the Board of Directors of the City of Hope, a tertiary cancer
hospital and research center.

                       About Apria Healthcare

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE:AHG) -- http://www.apria.com/-- provides home  
respiratory therapy, home infusion therapy and home medical
equipment through approximately 500 branches serving patients in
all 50 states.  

                           *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
Standard & Poor's Ratings Services affirmed its BB+, Stable,
rating on Apria Healthcare.


ASARCO LLC: Court Expands SRK Consulting's Scope of Employment
--------------------------------------------------------------  
The Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi authorized ASARCO LLC
to expand the scope of SRK Consulting (U.S.A) Inc.'s employment to
include conducting a business plan for the company.

Judge Schmidt also authorizes ASARCO to pay SRK's invoices, not
exceeding $1,800,000 for the entire project, without further
Court order.

                         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: Court Okays NAI Utah as Real Estate Agent
-----------------------------------------------------
The Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi authorized ASARCO LLC
to employ NAI Utah Commercial Real Estate Inc. as its sole real
estate agent for the sale of the Utah Property.

Before filing for bankruptcy, NAI assisted ASARCO in marketing
approximately 6.9 acres of real property located at 3422-3440
South 700 West, in Salt Lake City, Utah.  The agreement between
NAI and ASARCO expired in March 2005.

NAI will receive a 4% commission of the gross sale price of the
Utah property.

Steven R. Condie, principal broker of NAI, assured the Court that
his firm does not represent any interest adverse to ASARCO and
its estate, and 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).


ASSET BACKED: Fitch Rates $14.2-Mil. Class B Certificates at BB+
----------------------------------------------------------------
Asset Backed Funding Corp., asset-backed certificates,
$1.38 billion mortgage pass-through certificates, series 2006-HE1,
are rated by Fitch Ratings as:

   -- $1.14 billion classes A-1, A-2A through A-2D 'AAA';
   -- $46 million class M-1 'AA+';
   -- $43.2 million class M-2 'AA';
   -- $26.9 million class M-3 'AA-';
   -- $23.4 million class M-4 'A+';
   -- $22.6 million class M-5 'A';
   -- $21.2 million class M-6 'A-';
   -- $18.4 million class M-7 'BBB+';
   -- $12.0 million class M-8 'BBB';
   -- $10.6 million class M-9 'BBB-'; and,
   -- $14.2 million privately offered class B 'BB+'.

The 'AAA' rating on the senior certificates reflects the 19.6%
total credit enhancement provided by the 3.25% class M-1, the
3.05% class M-2, the 1.9% class M-3, the 1.65% class M-4, the 1.6%
class M-5, the 1.5% class M-6, the 1.3% class M-7, the 0.85% class
M-8, the 0.75% class M-9, 1% privately offered class B and the
initial and target overcollateralization of 2.75%.  All
certificates have the benefit of monthly excess cash flow to
absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of Wells Fargo Bank, N.A. as master servicer.

U.S. Bank, N.A., will serve as trustee.

The mortgage pool consists of first lien, adjustable-rate and
fixed-rate mortgage loans that have a cut-off date pool balance of
$1,124,547,588.

Approximately 27.76% of the mortgage loans are fixed rate mortgage
loans and 72.24% are adjustable-rate mortgage loans.  The weighted
average current loan rate is approximately 8.527%.  The weighted
average remaining term to maturity is 348 months.  The average
principal balance of the loans is $175,109.  The weighted average
original combined loan-to-value ratio is 81.01%.  The weighted
average FICO score is 625.  The properties are primarily located
in California, Florida, and Texas.

For federal income tax purposes, an election will be made to treat
the trust fund as multiple real estate mortgage investment
conduits.


BANYAN CORP: Posts $565,527 Net Loss in 2006 Third Fiscal Quarter
-----------------------------------------------------------------
In its third quarter financial statements for the period ended
Sept. 30, 2006, Banyan Corporation reported a $565,527 net loss on
$1,432,204 of total revenues, compared to a net loss of $1,104,080
on $376,457 of total revenues for the same quarter in 2005.

At Sept. 30, 2006, the company's balance sheet showed $5,868,191
in total assets, $5,249,824 in total liabilities, and $618,367 in
stockholders' equity.  The company reported $6,332,710 in total
assets, $5,650,663 in total liabilities, and $682,047 in
stockholders' equity at June 30, 2006.

The company's September 30 balance sheet also showed strained
liquidity with $2,245,184 in total current assets available to pay
$4,670,612 in total current liabilities.

Banyan Corp. has incurred operating losses for several years.
These losses have caused the company to operate with limited
liquidity and have created a working capital deficiency of
$2,425,428 at Sept. 30, 2006.  Management's plans to address these
concerns include the conversion of outstanding debt to equity,
additional equity financing, sales of franchises and increasing
collections of receivables from franchisees and developing the
diagnostic imaging business.

The company's operating activities have not yet generated a
positive cash flow.  The company expects that it will generate a
positive cash flow by the end of 2006 since its recently acquired
diagnostic testing business has generated a positive cash flow.

In 2006, Banyan Corp. entered into an agreement that provides
$3,000,000 from the sale of convertible notes to an investment
group.  The company has currently received a total of $3,000,000.
The proceeds were used to acquire the company's diagnostic testing
business and as working capital for operating expenses and
accounts payable.  In 2004 and 2005, Banyan Corp. was also
provided $3,000,000 from the sale of convertible notes to this
investment group, $1,200,000 in 2004 and $1,800,000 in 2005.

The investment group has converted all $1,200,000 of the notes
issued in 2004 and $302,656 of the notes issued in 2005 to stock.
The aggregate outstanding principal amount of the remaining
convertible notes is $4,497,344 as of the current date, including
the outstanding notes issued in 2005 and 2006.  The company
believes without assurance that the investment group will continue
to convert the rest of the notes to stock.  However, the rate of
conversion has become negligible as a result of the decrease in
its stock price, to which the rate of conversion is tied.  All of
the remaining debt may not be converted when the remaining
convertible notes begin to come due in the first quarter of 2007.

The company intends to refinance, extend or otherwise restructure
this debt before it becomes due.  In the event that the company is
unable to do so, it may have to file for protection under the
federal bankruptcy laws and may be unable to continue in operation
as a going concern.

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

              http://researcharchives.com/t/s?1740

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Schwartz Levitsky Feldman LLP, Chartered Accountants, raised
substantial doubt about Banyan Corporation's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the company's recurring losses from operations,
negative working capital, and stockholders' deficit.

                       About Banyan Corp.

Banyan Corporation (OTCBB:BANY.OB) is a holding company focused on
investing in and building a network of subsidiaries engaged in
diagnostic testing, the franchising of Chiropractic USA branded
chiropractic clinics, providing practice development training and
assistance to chiropractors, and offering franchise support and
related services to franchisees.


BAYOU GROUP: Court Sets January 17 as Bar Date for Filing Claims
----------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York set Jan. 17, 2007, at 5:00
p.m. EST, as the general deadline for all creditors owed money by:

      Debtor                           Case No.
      ------                           --------
      Bayou Management, LLC            06-22305
      Bayou Group, LLC                 06-22306
      Bayou Superfund, LLC             06-22307
      Bayou No Leverage Fund, LLC      06-22308
      Bayou Affiliates Fund, LLC       06-22309
      Bayou Accredited Fund, LLC       06-22310
      Bayou Fund, LLC                  06-22311
      Bayou Advisors, LLC              06-22312
      Bayou Equities, LLC              06-22313

on account of claims arising prior to May 30, 2006, to file formal
written proofs of claim.  

Proofs of claim may be sent be mail to:

      Bayou Group, LLC
      c/o The Trumbull Group, LLC
      P.O. Box 5064
      Bowling Green Station
      New York, NY 10274

or delivered by hand or overnight courier to:

      The Trumbull Group, LLC
      c/o U.S. Bankruptcy Court
      Southern District of New York
      300 Quarropas Street, 2nd Floor
      White Plains, NY 10501

As reported in the Troubled Company Reporter on Nov. 7, 2006,
Judge Hardin extended until Feb. 28, 2007, Bayou Group, LLC and
its debtor-affiliates' exclusive period to file a Chapter 11 Plan
of Reorganization.  Judge Hardin also gave the Debtors until April
27, 2007 to solicit acceptances for its plan.

                       About Bayou Group

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


BLOCKBUSTER INC: S&P Holds Ratings and Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on video
rental retailer Blockbuster Inc. to stable from negative.  The
ratings on the Dallas-based company, including the 'B-' corporate
credit rating, were affirmed.

"The outlook revision is based on the company's strengthened cash
flow protection measures as a result of its cost reduction efforts
and lower advertising and promotional expenses," said Standard &
Poor's credit analyst Diane Shand.

Total debt to EBITDA declined to 5.6x in 12 months ended
Sept. 30, 2006, from 8.9x, a year earlier, and EBITDA coverage of
interest increased to 1.9x from 1.4x.  Although cash flow
protection measures are still weak, Standard & Poor's expects
further improvement in the near term due to slightly better
operating results and a reduction of debt by $150 million.

The company's operating margin increased to 16.7% in the first
nine months of 2006, from 11.7% a year earlier.

The ratings on Blockbuster reflect the risks of operating in a
mature and declining video rental industry, the company's
dependence on decisions made by movie studios, its thin cash flow
protection measures, high leverage, and the technology risks
associated with delivery of video movies to the home.

Industry fundamentals for the video rental market, on which
Blockbuster's profitability is heavily dependent, are weak.  The
company generated 71% of total sales from its movie rental
business in 2005, and its domestic rental same-store sales have
been weak since 2001.  The company was particularly hard hit in
2005 when the rental market dropped at a double-digit rate, after
steadily declining at a low-single-digit rate in the prior three
years.  The contraction in the rental market is attributable to
the elimination of exclusive movie release rental time windows as
a result of the format change to DVD from VHS, and to studios'
pricing DVDs to stimulate retail sales.

In response to weak rental industry dynamics, Blockbuster
eliminated late fees to increase customer traffic.  This move
affected revenues by $532 million and operating income by an
estimated $250 million-$300 million in 2005.  In addition, the
company is attempting to transform into a home entertainment store
and has launched a national online and in-store rental
subscription program.  Standard & Poor's has concerns over whether
these initiatives will revive the company's flagging rental
business.


BRIDGEVIEW VILLAS: Case Summary & Seven Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Bridgeview Villas, Inc.
        2695 Divot Place
        Columbus, OH 43211

Bankruptcy Case No.: 06-57286

Type of Business: The Debtor's affiliate, Bridgeview Villas II
                  L.P., filed for chapter 11 protection on October
                  20, 2006 (Bankr. S.D. Ohio Case No. 06-56000).

Chapter 11 Petition Date: December 13, 2006

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtor's Counsel: James E. Nobile, Esq.
                  Nobile, Needleman & Thompson, LLC
                  4511 Cemetery Road, Suite B
                  Hilliard, OH 43026
                  Tel: (614) 529-8600
                  Fax: (614) 529-8656

Total Assets: $2,104,500

Total Debts:    $617,802

Debtor's Seven Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Kristier Realty, LLC                       $150,000
c/o Plunkett & Cooney, P.C.
300 East Broad Street, Suite 590
Columbus, OH 43215

David & Irma Rivera                        $125,000
c/o Hrabcak & Co., LPA
63 East Wilson Bridge Road
Columbus, OH 43085

Performance Paving, Inc.                    $51,000
1040 Brentnell Avenue
Columbus, OH 43219

American Electric Power                     $10,384
P.O. Box 24401
Canton, OH 44701-4401

City of Columbus                             $7,418
Water & Sewer Services
P.O. Box 182882
Columbus, OH 43218-2882

Time Warner Cable                            $4,000
P.O. Box 741803
Cincinnati, OH 45274-1803

David Van Slyke                                  $0
Plunkett & Cooney
300 East Broad Street, Suite 590
Columbus, OH 43215


CALPINE CORP: Fitch Withdraws Junk Rating on Sr. Unsecured Debt
---------------------------------------------------------------
Fitch has withdrawn ratings on Calpine Corp and Unit Calpine
Canada Energy Finance ULC's guaranteed by Calpine Corp.:

   -- Issuer Default Rating 'D';
   -- First Priority Secured Notes 'B/RR1';
   -- Second Priority Secured Notes 'B-/RR1'; and,
   -- Senior Unsecured Debt 'CC/RR5'.

Calpine Corp. filed for bankruptcy on Dec. 20, 2005.

At that time, Fitch's asset valuations and recovery analysis
indicated strong recovery potential for first and second lien debt
holders and both debt classes were accorded recovery ratings of
RR1.  Since the bankruptcy filing, pricing for competitive
generators such as Calpine has strengthened and recovery prospects
across the capital structured has improved.  Ultimate recovery
prospects will await final resolution of the bankruptcy petition,
at which time Fitch may reestablish ratings coverage.


CARIBE MEDIA: S&P Puts B Senior Debts' Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and 'CCC+' senior unsecured debt ratings on CBD Media Holdings LLC
and its 'CCC+' subordinated debt rating on CBD Media LLC on
CreditWatch with negative implications.

At the same time, Standard & Poor's placed its 'B' corporate
credit and senior secured debt ratings on Caribe Media Inc and ACS
Media LLC on CreditWatch with negative implications.

The CreditWatch listings reflect the agreement between Local
Insight Media LLC (formerly named Caribe Acquisition Holdings LLC)
and CBD Media LLC to combine their businesses.  Local Insight
Media is the ultimate holding company of Caribe Media Inc. and ACS
Media LLC.  The agreement calls for 100% of the membership
interest of CBD Media Holdings, the parent of CBD Media, to be
contributed to Local Insight Media.  Spectrum Equity Investors
owns about 95% of CBD Media Holdings.  Local Insight Media is
owned by Welsh, Carson, Anderson & Stowe.  Upon completion of the
transaction, which is expected in the 2007 first quarter, WCAS
will own a majority of Local Insight Media, with Spectrum holding
a significant minority position.  Pro forma revenues for the
combined company are about $200 million.

Standard & Poor's will review its ratings after evaluating the
operating and financial strategies of the individual companies and
that of the consolidated entity.  If Standard & Poor's were to
lower the ratings on the three companies, it is expected to be
limited to one notch.


CBD MEDIA: Moody's Holds Corporate Family Rating at B2
------------------------------------------------------
Moody's Investors Service affirmed CBD Media Holdings LLC's
Corporate Family rating and changed the rating outlook to
developing from stable after the company's report that it has
executed a definitive agreement to combine its business with Local
Insight Media LLC.

The ratings affirmed comprise:

   * CBD Media Holdings LLC's

      -- Corporate Family rating at B2
      -- PDR: B2
      -- 9.25% Senior global notes due 2012 at Caa1, LGD5, 89%

   * CBD Media LLC's

      -- Senior secured revolving credit facility due 2009 at  
         Ba2, LGD2, 13%

      -- Senior secured term loan C due 2009 at Ba2, LGD2, 13%

      -- 8.625% Senior subordinated global notes due 2011 at B2,
         LGD4, 56%

The rating outlook is changed to developing from stable.

The impact on the company's capital structure is currently
unclear, but Moody's stated that it expects to refresh ratings
once it has reviewed the combined entity's capital structure.

Moody's expects to withdraw CBD's Corporate Family rating and PDR
at closing as CBD will be operated as a subsidiary of Local
Insight Media.

Ratings on specific CBD debt issues will also be withdrawn at
closing, if such debt is refinanced.

Headquartered in Cincinnati, Ohio, CBD Media is the exclusive
telephone directory publisher for Cincinnati Bell-branded yellow
pages in the Cincinnati-Hamilton metropolitan area.  The company
posted $87 million of revenue in the last twelve months ended
September 2006.


CBD MEDIA: S&P Places Junk Rating on Sr. Debt on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and 'CCC+' senior unsecured debt ratings on CBD Media Holdings LLC
and its 'CCC+' subordinated debt rating on CBD Media LLC on
CreditWatch with negative implications.

At the same time, Standard & Poor's placed its 'B' corporate
credit and senior secured debt ratings on Caribe Media Inc and ACS
Media LLC on CreditWatch with negative implications.

The CreditWatch listings reflect the agreement between Local
Insight Media LLC (formerly named Caribe Acquisition Holdings LLC)
and CBD Media LLC to combine their businesses.  Local Insight
Media is the ultimate holding company of Caribe Media Inc. and ACS
Media LLC.  The agreement calls for 100% of the membership
interest of CBD Media Holdings, the parent of CBD Media, to be
contributed to Local Insight Media.  Spectrum Equity Investors
owns about 95% of CBD Media Holdings.  Local Insight Media is
owned by Welsh, Carson, Anderson & Stowe.  Upon completion of the
transaction, which is expected in the 2007 first quarter, WCAS
will own a majority of Local Insight Media, with Spectrum holding
a significant minority position.  Pro forma revenues for the
combined company are about $200 million.

Standard & Poor's will review its ratings after evaluating the
operating and financial strategies of the individual companies and
that of the consolidated entity.  If Standard & Poor's were to
lower the ratings on the three companies, it is expected to be
limited to one notch.


CENTRAL AMERICAN: Moody's Lifts Sr. Notes' Rating to B1 from B2
---------------------------------------------------------------
Moody's Investors Service upgraded the rating for The Central
American Bottling Corporation's 9% senior unsecured notes, due
2009, to B1 from B2, and assigned a corporate family rating of B1.

The rating outlook is stable.

"The upgrade reflects CABCORP's relatively healthy credit metrics
and financial policies, and its solid operating performance since
the company was first rated by Moody's in February 2004", said
Moody's analyst Sebastian Hofmeister.

CABCORP's B1 CFR is based on the company's valuable beverage
franchises and its role as PepsiCo's anchor bottler in Central
America.  In the context of Moody's Rating Methodology for the
Global Soft Beverage Industry, CABCORP receives Baa scores on
market position, product innovation and product diversity, which
are supported by consistent local market execution and the access
to PepsiCo's broad brand portfolio.  Scores of Ba and Baa for
credit metrics as well as Ba for profitability also support the
rating.

Offsetting these strengths are CABCORP's limited, single-B type
scale, its modest track record of free cash flow generation and a
pronounced emerging markets exposure.  The latter two factors
explain most of the gap between the B1 CFR and the Ba2 yielded by
Moody's Soft Beverage Rating Methodology.

Headquartered in Guatemala City, Guatemala, The Central American
Bottling Corporation is the anchor bottler for PepsiCo in the
Central American countries of Guatemala, its largest market in
terms of sales and earnings, Nicaragua, Honduras and El Salvador.
CABCORP generates most its volume from carbonated soft drinks but
continues to grow its non-CSD categories such as beer, juice,
nectars and isotonic and energy drinks, which currently account
for about 14% of total sales volume when including joint ventures.  
For the 12 months ended Sept. 30, 2006, sales reached about
$401 million.


CHURCH & DWIGHT: Moody's Upgrades Corporate Family Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Church and Dwight Company Inc. to Ba1 from Ba2.

This rating action reflects Moody's view that the incremental
portfolio benefits achieved via recent acquisitions significantly
offset the slightly higher leverage incurred over the last 12
months.

At the same time, Moody's views CHD's historical track record of
achieving solid organic growth and quickly integrating
acquisitions in order to achieve expected synergies and restore
credit metrics as key positive factors in the upgrade.

The outlook is stable.

"CHD's corporate family rating and stable outlook are supported by
the company's consistent ability to generate solid operating
performance from its diversified product portfolio of leading,
innovative brands in its premium categories, and with sufficient
scale, known brands and price competitiveness in its value
categories," says Moody's Vice President Janice Hofferber.  The
company's participation in generally stable, disposable, household
and personal care categories, its leading market share positions,
its growth potential in international markets; and management's
disciplined financial policies will continue to support free cash
flow generation and deleveraging.

The ratings are constrained by its smaller scale in relation to
its competitors that often have significantly more financial
flexibility, greater bargaining power with retail customers, and
considerably larger resources available to seek market share gains
in the respective categories.

Moody's notes, however, that CHD's dual focus on brand support and
cost efficiency combined with the company's balanced growth
strategy are important offsets to scale.  Recent acquisitions have
been important strategic and synergistic additions to the
portfolio and more importantly, CHD has a proven track record of
effective integration.  While Moody's anticipates that debt
reduction will be an important priority for free cash flow, it
recognizes that the company will continue to seek strategic
opportunities to grow and will maintain its prudent financial
policies in executing these strategies.

Ratings upgraded:

   -- Corporate family rating to Ba1 from Ba2;

   -- Probability of default rating to Ba1 from Ba2;

   -- $100 million convertible senior debentures to Ba1, LGD4,
      56% from Ba2, LGD4, 59%; and,

   -- $250 million senior subordinated notes due to Ba2, LGD5,
      84% from Ba3, LGD5, 85%.

Ratings affirmed:

   -- $100 million senior secured revolving credit facility due
      2009, affirmed at Baa3;

   -- $528 million senior secured term loan A facility due 2011,
      affirmed at Baa3.

Outlook is stable.

Church and Dwight Company, Inc., based in Princeton, New Jersey,
is a leading marketer and manufacturer of a broad portfolio of
household and personal care consumer products, historically under
the Arm and Hammer brand name, and is also the world's leading
sodium bicarbonate producer.  The company has grown significantly
via acquisitions including the company's most recent acquisition
in August 2006 of The Orange-Glo International Inc., a maker of
OxiClean laundry additive, and the Orange Glo and Kaboom cleaner
brands.  Total revenues for the last twelve months ended September
2006 were approximately $1.9 billion.


CLECO CORP: Completes Financing of Bonds Issued by Rapides Finance
------------------------------------------------------------------
Cleco Power LLC, a wholly owned subsidiary of Cleco Corporation,
completed the financing of revenue bonds issued by the Rapides
Finance Authority consisting of $60 million aggregate principal
amount of the issuer's revenue bonds Series 2006 on Nov. 21, 2006.  

The bonds mature on Nov. 1, 2036 and bear interest while in a
long-term rate at 4.70% per annum.  The bonds are being issued
pursuant to an indenture of trust, dated as of Nov. 1, 2006,
between the issuer and The Bank of New York Trust Company, N.A.,
as trustee.

On Nov. 21, 2006, Cleco Power entered into a Loan Agreement, dated
as of Nov. 1, 2006, with the issuer whereby the company has agreed
to make payments sufficient to pay the principal of, premium, if
any, and interest on the bonds.  The proceeds of the bonds will
be used to pay a portion of the costs of the acquisition,
improvement, installation and construction by Cleco Power of
facilities for solid waste disposal and sewage disposal facilities
at Cleco Power's solid fuel Rodemacher Unit 3 power plant to be
located in Boyce, Rapides Parish, Louisiana.

The payment of the principal of and interest on the bonds when due
are insured by a financial guaranty insurance policy issued by
Ambac Assurance Corporation.  Cleco Power and the bond insurer
have entered into an insurance agreement, dated as of
Nov. 1, 2006, pursuant to which Cleco Power has agreed, among
other things, to pay a premium to the bond insurer and to
reimburse the bond insurer for any payments made under the
bond insurance policy.

Payment of the principal of and premium, if any, and interest on
the bonds will be secured by an assignment by the issuer to the
trustee of the issuer's interest in the agreement and all payments
to be made under the agreement.  The bonds will not be secured by
a mortgage or a security interest in the project or any other
property of Cleco Power.

A full-text copy of the loan agreement dated as of Nov. 1, 2006
between Cleco Power LLC and the Rapides Finance Authority is
available for free at:          

              http://researcharchives.com/t/s?172d

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE:CNL) --
http://www.cleco.com/-- is a regional energy services holding  
company that conducts substantially all of its business operations
through its two principal operating business segments:

Cleco Power, an integrated electric utility services subsidiary
which also engages in energy management activities, and

Cleco Midstream , a merchant energy subsidiary that owns and
operates a merchant generation station, invests in a joint venture
that owns and operates a merchant generation station, and owns and
operates transmission interconnection facilities.

In March 2003, Moody's Investors Service assigned a Ba2 rating to
Cleco Corp.'s Preferred Stock.


COLFAX CORP: S&P Affirms Ratings and Says Outlook is Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Colfax
Corp. to stable from positive.  At the same time, Standard &
Poor's affirmed the 'BB-' corporate credit and secured bank loan
ratings.

"The outlook revision follows Colfax's announcement of its planned
acquisition of Lubrication Systems Company and resulting debt
leverage that exceeds our expectations required for a higher
rating," said Robert Wilson Standard & Poor's credit analyst.  The
meaningful debt increase from the proposed acquisition results in
a financial profile commensurate with the current rating.

The ratings on Richmond, Virginia-based Colfax, a leading marketer
and manufacturer of pump products to the oil and gas and power
generation industries, among others, reflect the company's weak
business profile.  Also, the company's financial policy remains
aggressive.  Colfax is expected to continue to invest in its
fluid-handling segment, where it maintains leading niche
positions, albeit in mature markets.


COLLINS & AIKMAN: Excl. Plan-Filing Period Intact Until Jan. 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
extend Collins & Aikman Corporation and its debtor-affiliates'
exclusive periods to:

    -- file a plan of reorganization through and including
       deadline through and including Jan. 12, 2007; and

    -- solicit acceptances of the plan through and including
       March 14, 2007.

As reported in the Troubled Company Reporter on Dec. 6, 2006, the
Debtors sought for a bridge order extending their exclusive right
to file a plan of reorganization and to solicit plan acceptances.

The Debtors told the Honorable Steven W. Rhodes that the proposed
extension is consistent with their decision to pursue a
cooperative sale process to maximize the value of their estates
and to save jobs.  The Debtors expect the sale process to
culminate with the Plan confirmation.

A brief extension of the Exclusivity Periods is intended to enable
the Debtors to continue the Plan process in an orderly, efficient
and cost-effective manner for the benefit of all parties.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in   
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COLLINS & AIKMAN: Seeks Approval of Deal with Customers & JPMorgan
------------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates are
pursuing a cooperative sale process, which they expect will
culminate with the confirmation of a plan.  In connection with
this, the Debtors have worked very hard with its major customers -
- including DaimlerChrysler Corporation, Ford Motor Company,
General Motors Corporation and Auto Alliance International, Inc. -
- and JPMorgan Chase Bank, N.A., as agent to the senior, secured
prepetition lenders and as agent to the senior, secured
postpetition lenders, to negotiate an agreement that will form the
basis of a plan.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, New
York, relates that the parties have successfully negotiated a
comprehensive customer agreement that, among other things:

   (a) provides for a framework to facilitate the orderly sale of
       a majority of the Debtors' businesses with the support of
       JPMorgan and the Customers;

   (b) provides a meaningful opportunity to save thousands of
       jobs;

   (c) memorializes an agreement among the Debtors, JPMorgan and
       the Customers on the substantive terms of a Chapter 11
       plan; and

   (d) provides a clear framework toward a consensual resolution
       and conclusion to the Debtors' highly complex cases.

While the Debtors believe that the sale of their carpet &
acoustics business, with its strong fundamental business
operations and its consistently positive EBITDA (Earnings Before
Interest, Taxes, Depreciation, and Amortization) results, will
provide them with significant funds, they believe that their
plastics & convertibles businesses require additional support
from the Customers if the Debtors are to maximize the value of
the related assets.

The concessions that the Debtors are seeking from the Customers
in the Customer Agreement would allow the Debtors to continue
operating their Plastics & Convertibles business while, at the
same time, market certain of these assets to allow them to
maximize value, preserve the maximum number of jobs related to
these business lines and wind down in an orderly fashion plants
that are not saleable, Mr. Schrock avers.

Without these concessions, however, the Debtors would have to
sell assets quickly or not at all, which would undeniably
diminish recoveries and create claims against the Debtors by the
Customers -- for the inevitable consequential breach of the
Debtors' various contracts with the Customers -- that would
materially dilute the funds available for distribution to the
Debtors' creditors, Mr. Schrock asserts.

Moreover, if the Debtors cease operations, it likely would
materially disrupt United States automobile manufacturing on a
global basis and cause significant harm to the Customers,
Mr. Schrock adds.  Consequently, it is essential for both the
Debtors and the Customers that the Debtors' plants continue to
operate.

The Customer Agreement will be effective as of November 26, 2006.

The parties agree that the Debtors will file a reorganization
plan that conforms to the terms set forth in a Plan Term Sheet
and is otherwise consistent with the provisions of the Customer
Agreement.  The parties agree to support the Plan so long as the
proposed treatment of the Parties' claims, if any, under the Plan
is not materially worse than the treatment set forth on the Plan
Term Sheet as determined by the respective parties in their
reasonable discretion; and the releases set forth on the Plan
Term Sheet are in the Plan.  However, nothing in the Customer
Agreement will be deemed a solicitation of votes to accept the
Plan, Mr. Schrock informs the U.S. Bankruptcy Court for the
Eastern District of Michigan.

Pursuant to the Funding Protocol and in accordance with the
budget stated in the Customer Agreement:

   (a) From the Effective Date through the earlier of the exit
       date for the Plastics & Convertibles plants, or the
       closing date of a sale to a qualified buyer, the Supplier
       and each major Plastics & Convertibles Customer will pay
       the costs incurred in operating each of the Plastics &
       Convertibles Plants allocable to the production of a
       Customer's component parts;

   (b) On the Effective Date and through the cessation of
       production at the Plastic & Convertibles Plants, the
       Supplier will pay and each of the major Plastics &
       Convertibles Customer will fund 100% of its allocable
       share of the administration expenses; and

   (c) From the Effective Date through the earlier to occur of
       the cessation of production at the Plant or June 30, 2007,
       the Supplier will pay and each Major Plastics &
       Convertibles Customer will fund the 100% of its allocable
       share of the Supplier's estate professional fees and
       expenses as well as that of JPMorgan and its advisors.

The "Supplier" will consist of the Debtors and its non-Debtor
subsidiaries and affiliates, excluding Collins & Aikman
Automotive Hermosillo, S.A. de C.V.

JPMorgan consents to the Supplier's use, if the need arises, of
its cash collateral in order to satisfy the Supplier's
obligations to fund its allocable share of the costs.

Mr. Schrock tells the Court that the Customers agree that:

    -- any claim arising from any rights to its repayment
       approved by the Court for the launch costs paid by the
       Customers during the Debtors' Chapter 11 case; junior
       secured claims, and the $30,000,000 administrative loan,
       will be waived and discharged;

    -- any claim for cap-ex will be treated as provided by the
       agreements relating to the cap-ex funding and the Court
       order approving the agreements or as set forth in the
       Plan Term Sheet;

    -- it will not assert a claim against the Supplier in its
       Chapter 11 cases for special or consequential damages and
       the claims will be waived and discharged;

    -- any other administrative expense claim against the
       Supplier for damages, the amounts paid pursuant to the
       Customer Agreement, and all other special or consequential
       damages arising out of or in any way relating to the
       Supplier's inability to perform, or breach of performance,
       under that Customer's production and service contracts
       relating to the Plastics & Convertibles Plants will be
       waived and discharged; and

    -- any other claim that would otherwise have to be paid in
       cash in full pursuant to Section 1129(a)(9)(A) of the
       Bankruptcy Code under a confirmed Chapter 11 plan will be
       waived and discharged.

Retention bonuses will be paid to certain individuals in
accordance with the Customer Agreement.  The Supplier will pay
and the relevant Customers will fund the Retention Bonuses in
accordance with the Funding Protocol.

The Customers agree not to exercise any set-off or reductions
against postpetition accounts payable, other than ordinary course
set-offs.  However, the agreement will not affect any set-offs,
recoupments or reductions a Customer exercised and implemented
prior to November 1, 2006, against postpetition accounts payable
prior to the Effective Date so long as the Supplier knew of the
amount of the set-offs, recoupments or reductions based upon the
Supplier's receipt of debit memoranda or other customary
notification by the Customer to the Supplier.

The Customers also agree to support the Supplier's efforts to
sell, either as a whole or in part, to one or more qualified
buyers the plants and divisions listed in the Customer Agreement.

Mr. Schrock relates that a "Supplier Default" occurs if:

   (i) the Supplier fails to meet its obligations to continue to
       produce component parts at a given plant as required by
       the Customer Agreement,

  (ii) the Supplier fails to pay the obligations it has
       undertaken to pay in the Customer Agreement at a given
       plant for a reason other than the Customer's failure to
       fund in a timely manner, or

(iii) the Supplier's secured lenders terminate the Supplier's
       right to use cash collateral or otherwise enforce remedies
       upon an occurrence of an event of default under the terms
       of the Supplier's loan agreements.

No Supplier Default will occur due to:

   (a) a force majeure event,

   (b) lack of funding for cap-ex, tooling or launch costs, or

   (c) the failure of a Customer to fund under the Customer
       Agreement.

If any of the Customers fail to fund, reimburse or pay the
Supplier pursuant to the terms of the Customer Agreement, the
Supplier may, but will not be obligated to, after three business
days written notice to the Customer causing the "Customer Payment
Failure," cease production for the Customer, which cessation will
not be a Supplier Default.

As part of the Customer Agreement, the parties will also sign an
access agreement that provides the Customers with certain rights
to take control of the Supplier's plants and facilities to
produce parts if the Supplier defaults on certain obligations.

Mr. Schrock maintains that the Customer Agreement provides the
Debtors with numerous benefits, including:

   (a) allowing the Debtors to avoid a forced shut-down of their
       operations;

   (b) providing the Debtors with millions of dollars in ongoing
       funding;

   (c) reducing the Customers' administrative claims against the
       Debtors' estates and waiving future claims of the
       Customers relating to the wind-down of certain of the
       Debtors' operations;

   (d) providing the Debtors with Customer-commitments to not
       resource certain products;

   (e) providing the Debtors with a recovery that will maximize
       the value of the Debtors' working capital; and

   (f) providing the Debtors with the support of the Customers
       and the JPMorgan for the sale of the Debtors' businesses
       and a Chapter 11 plan.

Accordingly, the Debtors ask the Court to approve the Customer
Agreement.

The Debtors also ask Judge Rhodes to conduct an expedited
preliminary hearing on their request and authorize them from and
after the entry of an interim order to obtain the financing
provided under the Customer Agreement.

The Debtors ask the Court to conduct the final hearing on their
request on January 11, 2007.

A full text copy of the Customer Agreement is available for free
at http://researcharchives.com/t/s?172a

The Debtors filed under seal certain confidential exhibits to the
Customer Agreement:

     * Exhibit B - Plastics & Convertibles Production Payments
                   and Obligations Budget; Funding Protocol

     * Exhibit C - Administration Expenses and Professional Fees
                   and Expenses Budget

     * Exhibit D - Retention Bonus Budget

     * Exhibit F - Prepetition Payables/Customer-Specific
                   Resolution

     * Exhibit G - Sale Facilities & Determination Dates

     * Exhibit H - Administrative Expenses and Priority Claims
                   that May be Absorbed by the Estate and Secured
                   Lenders' Collateral

     * Exhibit K - Non-Participating Customer Letter

     * Exhibit L - Inventory Bank Build Schedule

Pursuant to Section 107(d) of the Bankruptcy Code, the Debtors
had sought and obtained the Court's authorization to file the
Exhibits under seal.  Mr. Schrock explained to Judge Rhodes that
the Debtors and the Customers would be competitively
disadvantaged in a sale process and in the operation of their
businesses by the disclosure of the information contained in the
Exhibits.

                            Responses

(a) AAI and Ford

Two of the Debtors' Customers, AutoAlliance International, Inc.,
and Ford Motor Company, have been parties to intense negotiations
regarding the Customer Agreement.  

Timothy A. Fusco, Esq., at Miller, Canfield, Paddock and Stone,
P.L.C., in Detroit, Michigan, however, tells the Court that there
are issues that need to be addressed to satisfaction before AAI
and Ford can be in a position to join in the Customer Agreement.

Mr. Fusco notes that the Motion was filed without AAI's and
Ford's consent, with a hearing scheduled on very short notice.  
Moreover, according to Mr. Fusco, drafts of the Customer
Agreement continue to be circulated and it is almost impossible
to determine which version of the various documents is the most
current one for review and comment.

Both AAI and Ford do not accept the proposed Funding Protocol in
its current form.  If the Court is inclined to give initial
approval to the Motion, any Customer Agreement should be
conditional upon submission of final documents and a reasonable
time for the parties to review, Mr. Fusco suggests to the Court.

(b) Creditors Committee

While the Official Committee of Unsecured Creditors and its
professionals are extremely frustrated at the turn the Debtors'
Chapter 11 cases have taken, the Committee is supportive of the
concept of the Customer Agreement to the extent it will bring
liquidity into the Debtors' estates to facilitate a robust sale
process that will enable the Debtors to realize maximum value for
their assets for the benefit of the Debtors' unsecured creditors.

Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, New York, relates the Committee, however, is still in
the process of reviewing and analyzing the terms of the Customer
Agreement and the related relief requested by the Debtors.  

Thus, the Committee reserves its rights to file an objection, on
any grounds, to the final approval of the Customer Agreement.

Mr. Freeman states that the Committee is particularly concerned
with the provisions of the Customer Agreement that contemplate
global releases for the Customers.  The Debtors have agreed to
release all claims and causes of action against the Customers
despite the Committee's views throughout the Debtors' cases that
the Customers must be held accountable for their prepetition
conduct; and without quantifying the value of the claims and
causes of action that they have agreed to release.

Since the early stages of the Debtors' cases, the Committee has
been troubled by the Debtors' reluctance to prosecute potentially
valuable causes of action against their Customers.  The Customer
Agreement has amplified the Committee's concerns in this regard
as the Customer Agreement demonstrates the Debtors' willingness
to waive potentially valuable claims and causes of action that
they hold against the Customers, Mr. Freeman says.

Accordingly, according to Mr. Freeman, in connection with the
plan process, the Committee must be afforded the opportunity to
investigate fully any and all claims assertable against the
Customers; and the Debtors must be required to demonstrate that
the releases provide a quantifiable benefit to their estates well
in excess of the value of the potential causes of action against
the Customers.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in   
cockpit modules and automotive floor and acoustic systems and is
a leading supplier of instrument panels, automotive fabric,
plastic-based trim, and convertible top systems.  The Company
has a workforce of approximately 23,000 and a network of more
than 100 technical centers, sales offices and manufacturing
sites in 17 countries throughout the world.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 17,
2005 (Bankr. E.D. Mich. Case No. 05-55927).  Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, represents C&A in its
restructuring.  Lazard Freres & Co., LLC, provides the Debtor
with investment banking services.  Michael S. Stammer, Esq., at
Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors Committee.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in total assets and US$2,856,600,000 in total
debts.  (Collins & Aikman Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONVERIUM HOLDINGS: S&P Raises Credit Rating to BBB from BB+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Converium Holdings (North America) Inc. to 'BBB' from
'BB+' and removed it from CreditWatch with positive implications,
where it was placed on Oct. 17, 2006.

Standard & Poor's also said that the outlook on CHNA is stable.

"The upgrade reflects the closing of National Indemnity Co.'s
(NICO; AAA/Stable/--) acquisition of Converium group's North
American operations," said Standard & Poor's credit analyst Damien
Magarelli.  "This includes CHNA and Converium Reinsurance (North
America) Inc." Standard & Poor's views CHNA and its units as a
collective nonstrategic holding of NICO, but the bondholders do
benefit from NICO's ownership of CHNA.

Although S&P believes NICO will service CHNA's debt in the near
term, as CHNA's subsidiaries remain in receivership and cannot yet
pay dividends to service debt, it remains uncertain that CHNA
bondholders benefit from the financial strength of NICO over the
long term without explicit support.


COOPER COMPANIES: Weak Financial Results Cue S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Lake
Forest, California-based specialty medical device maker Cooper
Companies Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.

"The CreditWatch listing reflects the company's weak fiscal 2006
fourth quarter and its downward revision in guidance for 2007, the
most recent in a succession of lowered expectations," explained
Standard & Poor's credit analyst Cheryl Richer.

Prospectively, lower cash flow will limit Cooper's ability to pay
down debt as quickly as we had anticipated. Contributing to the 3%
constant currency drop over the 2005 period were delays in the
consolidation of U.S. distribution facilities, a more complex
silicone hydrogel ramp up than expected, and a slowdown in global
demand for soft contact lenses.  Furthermore, as the market
transitions to silicone hydrogel lenses, estimated by Cooper to be
44% of new patient fits, the inability to capture customers
translates into lost market share opportunities given that
historical switching patterns are low.

The 'BB' rating reflects Cooper's largely single product line
focus and its need to compete against much larger players.  This
is partially offset by its solid No. 3 position (18% global market
share) in the $4 billion soft contact lens industry.  The company
is exposed to technology changes, as well as the risks inherent in
integrating its largest ever acquisition (Ocular Sciences Inc.),
made in January 2005--a process expected to span three years.  
Despite the recent slowdown in demand (which could be attributed
to inventory build up), Cooper benefits from favorable industry
demographics, a growing teen population (the primary users),
increased incidence of myopia, and continued improvement in soft
contact lens visual acuity, comfort, and care.

Standard & Poor's will meet with management to discuss its
strategy in addressing our concerns.  S&P expects to resolve the
CreditWatch listing in January.


COUDERT BROTHERS: Panel Clamors for Ch. 11 Trustee Appointment
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Coudert Brothers,
LLP, asks the U.S. Bankruptcy Court for the Southern District of
New York to appoint a Chapter 11 Trustee in the Debtor's
bankruptcy case.

David J. Adler, Esq., at McCarter & English, LLP, tells the Court
that a Chapter 11 trustee will:

    a) investigate the circumstances that led to the Debtor's
       demise and to determine if the estate has claims against
       others that may be pursued for the benefit of creditors.

    b) complete the liquidation of the estate and perform the
       traditional bankruptcy tasks of receivables collection,
       miscellaneous asset disposition, claims administration and
       distribution; and

    c) pursue and defend litigation on behalf of the estate.

The Committee complains that the Debtor has "recklessly"
engineered a wind down designed to protect its partners at the
expense of its creditors.  Because of this reckless wind down, the
Committee says the Debtor's financial condition continues to
deteriorate.  The Committee argues that only an independent
trustee can fairly and competently liquidate the Debtor's
remaining assets.

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


COUDERT BROTHERS: Hires Kurtzman Carson as Claims Agent
-------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Coudert Brothers LLP to
retain Kurtzman Carson Consultants LLC as its claims agent.

The Debtor tells the Court that Kurtzman Carson's assistance will
expedite the service of notices, streamline the claims
administration process, and permit the Debtor to focus efficiently
on its reorganization efforts.

As claims agent, Kurtzman Carson will:

     a) maintain an official copy of the Debtor's schedules of
        assets and liabilities and statement of financial affairs
        listing the Debtor's known creditors and the amounts owed
        them;

     b) notify all potential creditors of the existence and amount
        of their respective claims as evidenced by the Debtor's
        books and records and as set forth in the Schedules;

     c) furnish a notice of the last date for the filing of proofs
        of claims and a form for the filing of a proof of claim;

     d) file with the Clerk an affidavit or certificate of service
        with a copy of the notice, a list of persons to whom it  
        was mailed, and the date the notice was mailed, within 10
        days of service;

     e) docket all claims received, maintain the official claims
        register for the Debtor on behalf of the Clerk, and
        provide the Clerk with certified duplicate unofficial
        Claims Register on a monthly basis;

     f) specify, in the Claims Register, these information for
        each claim docketed:

           -- the claim number assigned;

           -- the date received;

           -- the name and address of the claimant and agent, if
              applicable, who filed the claim; and

           -- the classification(s) of the claim

     g) relocate, by messenger, all of the actual proofs of claim
        filed to KCC, not less than weekly;

     h) record all transfers of claims and provide any notices of
        such transfers required by Rule 3001 of the Federal Rules
        of Bankruptcy Procedure;

     i) make changes in the Claims Register pursuant to Court
        Order;

     j) upon completion of the docketing process for all claims
        received to date by the Clerk's office, turn over to the
        Clerk copies of the Claims Register for the Clerk's
        review;

     k) maintain the official mailing list for the Debtor of all
        entities that have filed a proof of claim;

     l) assist with, among other things, solicitation and
        calculation of votes and distribution as required in
        furtherance of confirmation of the chapter 11 plan; and

     m) at the close of the case, box and transport all original
        documents in proper format, as provided by the Clerk's
        office, to the Federal and Record Administration.

Applicable fees for Kurtzman Carson's professionals are:

    Designation                                Hourly Rate
    -----------                                -----------
    Clerical                                   $40  to  $65
    Project Specialist                         $75  to $115
    Consultant                                 $125 to $195
    Sr. Consultant / Sr. Managing Consultant   $205 to $250
    Technology / Programming Consultant        $115 to $195

Kurtzman Carson assures the Court that it does not hold any
interest adverse to the Debtor's estate and is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

A copy of Kurtzman Carson's engagement agreement is available for
free at http://researcharchives.com/t/s?1745

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


CHRISTOPHER WICKSTROM: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Christopher Jon Wickstrom
        aka CC Queen Anne Realty Trust
        aka Pudgy Dog Realty Trust
        aka Full Throttle Realty Trust
        33 Wooncepit Road
        Harwichport, MA 02645
        Tel: (508) 432-0982

Bankruptcy Case No.: 06-14571

Type of Business: The Debtor is the president of Wickstrom
                  Materials Corp., which filed for chapter 11
                  protection on May 22, 2006 (Bankr. D. Mass. Case
                  No. 06-11513).

Chapter 11 Petition Date: December 4, 2006

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Frank D. Kirby, Esq.
                  Frank D. Kirby & Associates, P.C.
                  111 West 8th Street
                  South Boston, MA 02127
                  Tel: (617) 269-5444
                  Fax: (860) 257-3398

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CSFB HOME: S&P Holds Low-Ratings on 12 Certificate Classes
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of home equity pass-through certificates from three CSFB
Home Equity Mortgage Trust transactions.  Concurrently, ratings on
111 classes from 15 series from the same issuer are affirmed.

The upgrades reflect increases in the actual and projected credit
support percentages to the respective classes due to the
significant paydown of the collateral pools and the shifting
interest structure of the transactions.  In addition, the senior
certificates for two of the three transactions have already paid
down completely, and the senior classes for the other series are
projected to fully pay down in two months.  As a result, the
credit support percentages for the upgraded classes are
approximately twice the original percentages at the new rating
levels.  As of the November 2006 remittance date, these
transactions had outstanding pool principal balances of 18.43% for
series 2004-3, 25.19% for series 2004-5, and 26.02% for series
2004-6.  Total delinquencies were 8.87%, 6.48%, and 9%,
respectively, while cumulative realized losses were 2.52%, 1.39%,
and 1.59%, respectively.

The affirmed ratings reflect adequate actual and projected credit
support percentages for the respective classes.  Total
delinquencies for the transactions with affirmed ratings ranged
from 3.92% for series 2005-HF1 to 10.60% for series 2003-7.  
Cumulative realized losses ranged from 0.02% for series 2006-1 to
2.40% for series 2005-1.  These transactions are at or are
building to their respective overcollateralization targets.

Credit support for these transactions is provided by
subordination, overcollateralization, and excess interest cash
flow.  The collateral consists primarily of 30-year, fixed-rate,
closed-end second-lien mortgage loans secured by one- to four-
family residential properties.

                         Ratings Raised

               CSFB Home Equity Mortgage Trust
           Home equity pass-through certificates

            Series   Class       To        From
            ------   -----       --        ----
            2004-3   M-1         AA+       AA
            2004-3   M-2         AA        AA-
            2004-5   M-1         AA+       AA
            2004-6   M-1         AA+       AA
            2004-6   M-2         A+        A

                        Ratings Affirmed

               CSFB Home Equity Mortgage Trust
           Home equity pass-through certificates


    Series    Class                                Rating
    ------    -----                                ------
    2003-6    P                                    AAA
    2003-6    M-2                                  A
    2003-6    B-1, B-2                             BBB
    2003-7    P                                    AAA
    2003-7    B                                    BBB
    2004-1    P                                    AAA
    2004-1    M-2                                  A
    2004-1    B                                    BBB
    2004-2    P                                    AAA
    2004-2    M-2                                  A
    2004-2    B-1                                  BBB+
    2004-2    B-2                                  BBB
    2004-2    B-3A, B-3F                           BBB-
    2004-3    P                                    AAA
    2004-3    M-3                                  A+
    2004-3    M-4                                  A
    2004-3    M-5                                  A-
    2004-3    B-1                                  BBB+
    2004-3    B-2A, B-2F                           BBB
    2004-4    A-4, P                               AAA
    2004-4    M-1                                  AA+
    2004-4    M-2                                  AA
    2004-4    M-3                                  AA-
    2004-4    M-4                                  A+
    2004-4    M-5                                  A
    2004-4    M-6                                  A-
    2004-4    B-1                                  BBB+
    2004-4    B-2                                  BBB
    2004-4    B-3                                  BBB-
    2004-5    A-2, P                               AAA
    2004-5    M-2                                  A
    2004-5    B-1                                  BBB+
    2004-5    B-2                                  BBB
    2004-5    B-3                                  BBB-
    2004-6    P                                    AAA
    2004-6    M-3                                  BBB+
    2004-6    M-4                                  BBB
    2004-6    M-5                                  BBB-
    2004-6    B-1                                  BB+
    2004-6    B-2                                  BB
    2005-1    A-1, P                               AAA
    2005-1    M-1                                  AA+
    2005-1    M-2                                  AA
    2005-1    M-3                                  AA-
    2005-1    M-4                                  A+
    2005-1    M-5                                  A
    2005-1    M-6                                  A-
    2005-1    M-7                                  BBB+
    2005-1    M-8                                  BBB
    2005-1    M-9                                  BBB-
    2005-1    B-1                                  BB+
    2005-1    B-2                                  BB
    2005-3    B-1                                  BB+
    2005-3    B-2                                  BB
    2005-4    A-1, A-2B, A-3, A-4, P               AAA
    2005-4    M-1                                  AA+
    2005-4    M-2                                  AA
    2005-4    M-3                                  AA-
    2005-4    M-4                                  A+
    2005-4    M-5                                  A
    2005-4    M-6                                  A-
    2005-4    M-7                                  BBB+
    2005-4    M-8                                  BBB
    2005-4    M-9F, M-9A                           BBB-
    2005-4    B-1, B-2                             BB+
    2005-5    A-1A, A-1F1, A-1F2, A-2A, A-2F, P    AAA
    2005-5    M-1                                  AA+
    2005-5    M-2                                  AA
    2005-5    M-3                                  AA-
    2005-5    M-4                                  A+
    2005-5    M-5                                  A
    2005-5    M-6                                  A-
    2005-5    M-7                                  BBB+
    2005-5    M-8                                  BBB
    2005-5    M-9                                  BBB-
    2005-5    B-1                                  BB+
    2005-HF1  A-1, A-2A, A-2B, A-3A, A-3B, G, P    AAA
    2005-HF1  M-1                                  AA+
    2005-HF1  M-2                                  AA
    2005-HF1  M-3                                  AA-
    2005-HF1  M-4                                  A+
    2005-HF1  M-5                                  A
    2005-HF1  M-6                                  A-
    2005-HF1  M-7                                  BBB+
    2005-HF1  M-8                                  BBB
    2005-HF1  M-9                                  BBB-
    2005-HF1  B-1                                  BB+
    2005-HF1  B-2                                  BB
    2006-1    A-1A1, A-1A2, A-1B, A-1F, A-2, A-3   AAA
    2006-1    M-1                                  AA+
    2006-1    M-2                                  AA
    2006-1    M-3                                  AA-
    2006-1    M-4                                  A+
    2006-1    M-5                                  A
    2006-1    M-6                                  A-
    2006-1    M-7                                  BBB+
    2006-1    M-8                                  BBB
    2006-1    M-9                                  BBB-
    2006-1    B-1                                  BB+
    2006-2    1A-1, 1A-2, 1A-3, 1P, 2A-1, 2P, G    AAA
    2006-2    1M-1                                 AA+
    2006-2    1M-2                                 AA
    2006-2    1M-3                                 AA-
    2006-2    1M-4                                 A+
    2006-2    1M-5                                 A
    2006-2    1M-6                                 A-
    2006-2    1M-7                                 BBB+
    2006-2    1M-8                                 BBB
    2006-2    1M-9, 2M-1                           BBB-
    2006-2    1B-1                                 BB+
    2006-2    1B-2                                 BB


CVS CORP: Inks Merger Agreement With Caremark Rx
------------------------------------------------
Caremark Rx Inc. and CVS Corporation have entered into a
definitive merger agreement to create the nation's premier
integrated pharmacy services provider.

Under the terms of the agreement, which is a merger of equals,
Caremark shareholders will receive 1.67 shares of CVS for each
share of Caremark.

The exchange ratio was determined by the parties based on an
average of the closing prices of the two companies over a mutually
agreed trading period before signing.

The merger is expected to create significant benefits for
employers and health plans through more effective cost management
and innovative new programs, and for consumers through expanded
choice, unparalleled access, and more personalized services.

It is also expected to drive substantial value for shareholders
through a number of benefits anticipated from the combination.  
These anticipated benefits include:

   -- increased competitive strength,

   -- the ability to achieve significant synergies from the
      combination,

   -- accretion to earnings in the first full year,

   -- cash flow generation opportunity, and

   -- a platform from which to accelerate growth.

The combined business is expected to fill or manage over
one billion prescriptions per year.  The new company will be
called CVS/Caremark Corporation and be headquartered in
Woonsocket, Rhode Island.

The new pharmacy services business, including the combined
pharmacy benefits management, specialty pharmacy, and disease
management businesses, will be headquartered in Nashville,
Tennessee.

Combined projected revenues for CVS and Caremark for 2006 are
estimated to be approximately $75 billion, after adjusting for
inter-company transactions.

"Combining Caremark's expertise in serving employers and health
plans with CVS's expertise in serving consumers will create a
powerful force for change in pharmacy services," Caremark
chairman, chief executive officer, and president Mac Crawford
said.

"Caremark has been focusing on moving our services closer to the
consumer as the consumer is being asked to become more involved in
their own healthcare decisions through changes in plan designs,
the adoption of consumer directed plans and, of course, the
introduction of Medicare Part D.

"This merger creates a significant platform to address the needs
of both payors and consumers by providing high-quality, cost-
effective services in a manner that is convenient, flexible and
easy for the consumer to navigate and understand."

"This merger is a logical evolution for CVS, Caremark and the
entire pharmacy industry," CVS chief executive officer, chairman,
and president Tom Ryan said.

"Over the past year, Mac and I have developed a shared view of
where the healthcare market needs to go and how we can work
together to get there first.

"Employers and health plans want to control costs, but also want
their plan members to have access to a full range of integrated
pharmacy services.

"Consumers of prescription drugs demand convenience and want to
get more for their healthcare dollar.  Together, CVS and Caremark
will help manage the costs and complexities of the U.S. healthcare
system, offering unparalleled access and driving superior
healthcare outcomes, enhancing value for employers, health plans
and consumers."

               Merger Combines Two Industry Leaders

This transaction addresses the rapidly changing dynamics of
today's healthcare delivery system.  Healthcare is becoming more
consumer-centric as the U.S. healthcare system strains to manage
growing costs and employers shift more responsibility for managing
costs to employees.

An aging population, increasing incidence of chronic disease and
increasing utilization of the Medicare drug benefit is fueling
demand for prescriptions and pharmacy services.

Cost-effective generic drugs are becoming more widely available
and new drug therapies to treat unmet healthcare needs and reduce
hospital stays are being introduced.

Consumers need medication management programs and better
information to help them get the most out of their healthcare
dollars.  CVS/Caremark will be uniquely positioned to provide
solutions that address these trends and will greatly improve the
pharmacy services experience for consumers.

The combined company will drive value for pharmacy services
customers through an enhanced ability to assist and provide
actionable information to plan participants and more effectively
manage pharmacy cost trends.

CVS/Caremark will have the opportunity to improve clinical
outcomes, resulting in better control over healthcare costs for
employers and health plans.

CVS/Caremark also will be well positioned to offer broader disease
management, health assessment and wellness services to help plan
participants manage and protect against potential health risks and
avoid future health costs.

The merger combines CVS's PBM, PharmaCare, with Caremark.
PharmaCare operates 51 retail specialty pharmacies and four mail-
order pharmacies.

CVS/Caremark will create the premier specialty pharmacy company in
the country, with unmatched capabilities in this area.  
Additionally, PharmaCare, which has a history of serving small
employers, increases Caremark's access to this customer channel,
enabling the combined company to compete more effectively in this
industry sector.

Together, CVS/Caremark will have more than 180,000 employees,
including more than 21,000 pharmacists and nurse practitioners.
The vast majority of Caremark's and CVS's 2005 revenues were
derived from pharmacy-related activities.

               Substantial Benefits to Stockholders

The stock-for-stock transaction offers significant benefits for
shareholders by combining two financially strong leaders in their
respective industries.

Substantial operating synergies of approximately $400 million are
expected to be realized through increased purchasing scale and
operating efficiencies.

The companies expect the combination to be accretive in the first
full year after close.  The combined company is expected to be a
cash flow generator, which will fuel the long-term growth of
CVS/Caremark.

                      Transaction Highlights

Under the terms of the agreement, Caremark shareholders will
receive 1.67 shares of CVS for each share of Caremark.  The
exchange ratio approximates the 90-day average ratio of the two
companies' closing stock prices.

On a pro forma basis, CVS stockholders will own 54.5% of the
combined company, and Caremark stockholders will own 45.5%. The
board of directors of the new company will be split evenly between
Caremark and CVS.

Mac Crawford will become chairman of CVS/Caremark and Tom Ryan
will become president and chief executive officer.

CVS chief financial officer David Rickard will be chief financial
officer of CVS/Caremark, and Caremark senior executive vice
president and chief operating officer Howard McLure will become
president of the Caremark pharmacy services business.

The transaction will be subject to stockholder approvals from both
companies as well as customary regulatory approvals, including
antitrust review in the U.S. under the Hart-Scott-Rodino statute
pre-merger notification.  The companies expect the transaction to
close in six to 12 months.

The combined company's ordinary shares will trade on the NYSE
under the symbol "CVS."

Caremark's financial advisors on the transaction were J.P. Morgan
Securities Inc. and UBS Securities LLC, and its lawyers were King
& Spalding LLP for general legal matters and Jones Day LLP on
regulatory matters.

CVS received its investment banking advice from Evercore Group
L.L.C. and Lehman Brothers Inc., and it was advised on general
legal matters by Davis Polk & Wardwell and on regulatory matters
by Mintz Levin Cohn Ferris Glovsky and Popeo P.C.

                         About Caremark Rx

Caremark Rx Inc. (NYSE: CMX) -- http://www.caremark.com/--  
provides comprehensive prescription benefit management services to
over 2,000 health plans, including corporations, managed care
organizations, insurance companies, unions and government
entities.  Caremark operates a national retail pharmacy network
with over 60,000 participating pharmacies, seven mail service
pharmacies, and nine call centers, which have been recognized for
customer satisfaction excellence by J.D. Power & Associates.  
Caremark also has 21 specialty pharmacies accredited by the Joint
Commission on Accreditation of Healthcare Organizations, and
21 disease management programs through Accordant(R) accredited by
the National Committee for Quality Assurance.

                          About CVS Corp.

CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is America's  
largest retail pharmacy, operating approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  With more than 40 years in the retail pharmacy
industry, CVS serves the healthcare needs of all customers through
its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-
based health clinic subsidiary, MinuteClinic; and its pharmacy
benefit management, mail order and specialty pharmacy subsidiary,
PharmaCare.  

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Moody's Investors Service placed CVS Corp.'s Ba1 rating on
$125,000,000 Series A-2 securities lease obligations on review for
possible upgrade.


CVS CORP: Caremark Rx Receives Express Scripts' Unsolicited Bid
---------------------------------------------------------------
Caremark Rx Inc. acknowledged receipt of an unsolicited letter
dated Dec. 18, 2006, from Express Scripts Inc. outlining a
proposed transaction.

On Nov. 1, 2006, Caremark executed a merger agreement with CVS
Corp., which provides for the combination of the two companies in
a transaction structured as a merger of equals.  Caremark
continues to be bound by the terms of the merger agreement and the
parties anticipate filing a joint proxy statement with the
Securities & Exchange Commission shortly.

Caremark's Board of Directors will review the terms of the
proposal submitted by Express Scripts in a manner consistent with
its obligations under the CVS merger agreement and applicable
Delaware law.

Caremark will have no further comment on this matter at this time.

CVS has not yet had an opportunity to review Express Scripts'
offer.  However, CVS notes that it has a definitive agreement with
Caremark that will result in the creation of the nation's leading
pharmaceutical services provider in a merger of equals
transaction.

CVS believes the prospects for completing that transaction are
excellent, and it remains confident in the long- term strategic
value of its combination as well as the benefit to shareholders of
CVS and Caremark.

                      About Express Scripts

Headquartered in St. Louis, Missouri, Express Scripts Inc.
(Nasdaq: ESRX) -- http://www.express-scripts.com/-- provides  
integrated PBM services, including network- pharmacy claims
processing, home delivery services, benefit-design consultation,
drug-utilization review, formulary management, disease management,
and medical- and drug-data analysis services. The Company also
distributes a full range of injectable and infusion
biopharmaceutical products directly to patients or their
physicians, and provides extensive cost- management and patient-
care services.  Express Scripts serves thousands of client groups,
including managed-care organizations, insurance carriers,
employers, third-party administrators, public sector, and union-
sponsored benefit plans.

                         About Caremark Rx

Caremark Rx Inc. (NYSE: CMX) -- http://www.caremark.com/--  
provides comprehensive prescription benefit management services to
over 2,000 health plans, including corporations, managed care
organizations, insurance companies, unions and government
entities.  Caremark operates a national retail pharmacy network
with over 60,000 participating pharmacies, seven mail service
pharmacies, and nine call centers, which have been recognized for
customer satisfaction excellence by J.D. Power & Associates.  
Caremark also has 21 specialty pharmacies accredited by the Joint
Commission on Accreditation of Healthcare Organizations, and
21 disease management programs through Accordant(R) accredited by
the National Committee for Quality Assurance.

                          About CVS Corp.

CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is America's  
largest retail pharmacy, operating approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  With more than 40 years in the retail pharmacy
industry, CVS serves the healthcare needs of all customers through
its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-
based health clinic subsidiary, MinuteClinic; and its pharmacy
benefit management, mail order and specialty pharmacy subsidiary,
PharmaCare.  

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Moody's Investors Service placed CVS Corp.'s Ba1 rating on
$125,000,000 Series A-2 securities lease obligations on review for
possible upgrade.


CVS CORP: Express Scripts Discloses Details of Caremark Offer
-------------------------------------------------------------
Express Scripts Inc. is proposing to acquire all of the
outstanding shares of Caremark Rx Inc. for $29.25 in cash and
0.426 shares of Express Scripts stock for each share of Caremark
stock.

Based on the Express Scripts closing stock price on Friday,
Dec. 15, 2006, the offer has a value of $58.50 per Caremark share
or approximately $26 billion in the aggregate.

The Express Scripts offer represents a 15% premium over the all-
stock purchase price to be paid to Caremark stockholders pursuant
to its proposed acquisition by CVS Corporation, based on the
closing prices of CVS and Express Scripts common stock on Dec. 15,
2006.

Furthermore, the Express Scripts offer represents a 22% premium
over $47.99, which is the average closing stock price of Caremark
since Nov. 1, 2006, the day its proposed acquisition by CVS was
announced.

The Express Scripts offer is structured so that the receipt of the
stock portion will be tax free to Caremark stockholders.  Upon
completion of the transaction, it is anticipated that Caremark
stockholders would own approximately 57% of the combined company,
and Express Scripts stockholders would own approximately 43%.
Express Scripts expects that the proposed transaction would be
completed in the third quarter of 2007.

The transaction is expected to generate annual cost synergies of
approximately $500 million.

Express Scripts expects that the transaction will be neutral to
GAAP earnings per share in the first full year following closing,
and significantly accretive thereafter.

Excluding transaction- related amortization, the transaction is
significantly accretive to earnings per share beginning the first
full year following closing.

Express Scripts expects the combined company will generate
substantial free cash flow, which will enable it to consistently
and rapidly reduce acquisition-related debt and return to
historical leverage levels.

"This opportunity is very compelling as it offers significant
value to stockholders, plan sponsors and patients," Express
Scripts president, chief executive officer, and chairman George
Paz stated.

"By creating the world's preeminent pharmacy benefit management
company, we will continue to make the use of prescription drugs,
including biopharmaceuticals, safer and more affordable for plan
sponsors and patients.  Together, we will benefit from more
efficient cost management capabilities and unparalleled service
offerings.  Our independence as a pharmacy benefit manager and
alignment with plan sponsors and patients allow all plan sponsors
to maintain maximum flexibility in achieving their goals.

"Our companies share years of experience and success in pharmacy
benefit and specialty management, with longstanding commitments to
quality service for plan sponsors and patients," Mr. Paz added.

"Together, we will have the size, scale and financial strength to
expand the markets we serve and enhance our value proposition and,
thus, our competitive position.  The collective resources of our
two organizations will benefit plan sponsors and patients through
greater use of cost-effective generic and lower cost brand drugs,
specialty pharmacy, home delivery and flexible retail networks.

"Express Scripts has completed five significant acquisitions since
1998 and has a proven track record of integrating companies to
maximize value for stockholders and to best serve its plan
sponsors and patients. We look forward to Caremark's careful
consideration of our offer and an open dialogue with its Board of
Directors to complete this transaction," concluded Mr. Paz.

Express Scripts believes that the complementary nature of the two
companies will create an industry-leading PBM uniquely positioned
to generate substantial stockholder value.

   -- Highly Complementary Businesses:  

      As a combined company, Express Scripts and Caremark will
      continue to offer the high-quality service that plan
      sponsors and patients have come to expect.  The combined
      company will be a recognized leader in generic utilization
      and other drug cost management programs.  It will benefit
      from the unique growth opportunities in the industry, as
      well as from broader and more comprehensive specialty
      management capabilities.

   -- Scale Provides Efficiencies:

      As one company, the enlarged scale of Express Scripts and
      Caremark allows for reduced overall costs through, among
      other things, increased purchasing power and operating
      efficiencies.

   -- Strong Financial Profile:

      The combined entity will have a strong financial profile
      driven by consistent and increasing cash flow.  Before
      synergies, the two companies are expected to generate 2006
      EBITDA in excess of $2.7 billion.  In addition, Express
      Scripts expects that the transaction will be neutral to GAAP
      earnings per share in the first full year following closing,
      and significantly accretive thereafter.  Excluding
      transaction-related amortization, the transaction is
      significantly accretive to earnings per share beginning
      the first full year following closing.

Express Scripts has delivered its offer to Caremark's Board of
Directors and believes it constitutes a "Superior Proposal" under
the terms of the CVS/Caremark Merger Agreement.

Express Scripts has received commitment letters from Citigroup
Corporate and Investment Banking and Credit Suisse to fully
finance the proposed transaction.

The Express Scripts offer is subject to completion of a
confirmatory due diligence review of Caremark, as well as
satisfaction of other customary closing conditions, including
expiration of the waiting period under the Hart- Scott-Rodino
Antitrust Improvements Act and the approval of both Express
Scripts and Caremark stockholders.

Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
counsel to Express Scripts, and Citigroup Corporate and Investment
Banking and Credit Suisse are acting as financial advisors.  
MacKenzie Partners is acting as proxy advisor to Express Scripts.

                      About Express Scripts

Headquartered in St. Louis, Missouri, Express Scripts Inc.
(Nasdaq: ESRX) -- http://www.express-scripts.com/-- provides  
integrated PBM services, including network- pharmacy claims
processing, home delivery services, benefit-design consultation,
drug-utilization review, formulary management, disease management,
and medical- and drug-data analysis services. The Company also
distributes a full range of injectable and infusion
biopharmaceutical products directly to patients or their
physicians, and provides extensive cost- management and patient-
care services.  Express Scripts serves thousands of client groups,
including managed-care organizations, insurance carriers,
employers, third-party administrators, public sector, and union-
sponsored benefit plans.

                         About Caremark Rx

Caremark Rx Inc. (NYSE: CMX) -- http://www.caremark.com/--  
provides comprehensive prescription benefit management services to
over 2,000 health plans, including corporations, managed care
organizations, insurance companies, unions and government
entities.  Caremark operates a national retail pharmacy network
with over 60,000 participating pharmacies, seven mail service
pharmacies, and nine call centers, which have been recognized for
customer satisfaction excellence by J.D. Power & Associates.  
Caremark also has 21 specialty pharmacies accredited by the Joint
Commission on Accreditation of Healthcare Organizations, and
21 disease management programs through Accordant(R) accredited by
the National Committee for Quality Assurance.

                          About CVS Corp.

CVS Corp. (NYSE: CVS) -- http://www.cvs.com/-- is America's  
largest retail pharmacy, operating approximately 6,200 retail and
specialty pharmacy stores in 43 states and the District of
Columbia.  With more than 40 years in the retail pharmacy
industry, CVS serves the healthcare needs of all customers through
its CVS/pharmacy stores; its online pharmacy, CVS.com; its retail-
based health clinic subsidiary, MinuteClinic; and its pharmacy
benefit management, mail order and specialty pharmacy subsidiary,
PharmaCare.  

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Moody's Investors Service placed CVS Corp.'s Ba1 rating on
$125,000,000 Series A-2 securities lease obligations on review for
possible upgrade.


DAIMLERCHRYSLER: Unit Ordered to Pay $350MM in U.S. Fraud Case
--------------------------------------------------------------
The Multnomah County Circuit Court has ordered DaimlerChrysler
North American Holding Corp. and its heavy truck subsidiary,
Freightliner LLC, to pay $350 million in damages in connection
with a multinational fraud case, CNNMoney reports.

The Court found DaimlerChrysler liable for $280 million of the
punitive damages, with the remaining $70 million asserted against
Freightliner, reports say.  The Oregon Court found that
Freightliner transferred assets between its divisions in an effort
to avoid a legal judgment.

The U.S. Court's ruling follows a British Court order handed down
last year compelling Freightliner to pay approximately $489
million to German truck maker MAN AG, CNNMoney adds.

DaimlerChrysler intends to appeal the jury ruling.  A company
spokeswoman has reiterated that Freightliner had never sought to
hide assets from MAN.

                     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: Investor Group Commits Up to $3.4 Billion Investment
-----------------------------------------------------------------
Delphi Corp. disclosed that it has accepted a proposal for an
equity purchase and commitment agreement with affiliates of
Appaloosa Management L.P., Cerberus Capital Management, L.P., and
Harbinger Capital Partners Master Fund I, Ltd., as well as Merrill
Lynch & Co. and UBS Securities LLC to invest up to $3.4 billion in
preferred and common equity in the reorganized Delphi to support
the company's transformation plan announced on March 31, 2006 and
its plan of reorganization framework agreement also filed Monday.

The Plan Framework Support Agreement, signed by Delphi, the Plan
Investors and General Motors Corp., outlines the expected
treatment of the company's stakeholders in its anticipated plan of
reorganization and provides a framework for several other aspects
of the company's Chapter 11 reorganization.

                           DIP Loan

Separately, Delphi accepted a proposal from JPMorgan Chase Bank,
N.A. and a group of lenders to refinance in full the company's
existing $2.0 billion DIP facility and approximately $2.5 billion
prepetition revolver and term loan facilities.  In recognition of
the favorable environment in the capital markets and to minimize
transaction fees payable by Delphi, the company has accepted the
lenders' undertaking on a best efforts basis without underwriting
by the lenders.

The company is filing motions seeking approval of the agreements
with the U.S. Bankruptcy Court of the Southern District of New
York and will be filing the relevant agreements this week with the
Securities and Exchange Commission.

The Court has scheduled a hearing to consider approval of the plan
investment, plan support and DIP refinancing agreements at 10:00
a.m. EST on Jan. 5, 2007.  Objections, if any, to the agreements
must be filed with the Court by 4:00 p.m. EST on Jan. 2, 2007.

"[Mon]day's agreements represent significant milestones in
Delphi's reorganization and another major step forward towards
emergence from our Chapter 11 reorganization in the U.S.," said
Delphi Chairman and CEO Robert S. "Steve" Miller.  "Delphi has
long emphasized its commitment to pursuing a resolution of the
principal issues in our restructuring.  The agreements announced
today demonstrate real progress toward that objective.  The Plan
Investors' conditional commitment to invest up to $3.4 billion in
the reorganized company, together with their support of Delphi's
transformation plan and our reorganization plan framework, should
provide additional confidence to our customers, suppliers,
employees and financial stakeholders.  Similarly, our new
$4.5 billion DIP financing provides an appropriate foundation from
which to negotiate and secure emergence financing.  While there is
much that remains to be accomplished in our reorganization, Delphi
and its stakeholders are together navigating a course that should
lead to consensual resolution with our U.S. labor unions and GM
while providing an acceptable financial recovery framework for
stakeholders."

                       Equity Investment

Under the terms of the Equity Purchase and Commitment Agreement,
the Plan Investors will commit to purchase $1.2 billion of
convertible preferred stock and approximately $200 million of
common stock in the reorganized company.  Additionally, the Plan
Investors will commit to purchasing any unsubscribed shares of
common stock in connection with an approximately $2.0 billion
rights offering that will be made available to existing common
stockholders.  The rights offering provides that Delphi will
distribute certain rights to its existing shareholders to acquire
new common stock subject to the effectiveness of a registration
statement to be filed with the SEC, approval of the Bankruptcy
Court and satisfaction of other terms and conditions.  The rights,
which would be transferable by the original eligible holders,
would permit holders to purchase their pro rata share of new
common stock at a discount to anticipated reorganization business
enterprise value.

Under the terms of the agreement, the Plan Investors will commit
to purchase the number of shares that were offered through the
rights offering to eligible holders, but whose rights were not
exercised.  In the event no other shareholders exercised the
rights, the Plan Investors would purchase all of the unsubscribed
shares for an amount no greater than approximately $2.0 billion.

Altogether, the Plan Investors could invest up to $3.4 billion in
the reorganized company.  The investment agreement is subject to
the completion of due diligence to the satisfaction of the Plan
Investors in their sole discretion, satisfaction or waiver of
numerous other conditions, including Delphi's achievement of
consensual agreements with its U.S. labor unions and GM that are
acceptable to the Plan Investors in their sole discretion, and the
non-exercise by either Delphi or the Plan Investors of certain
termination rights, all of which are more fully described in the
Equity Purchase and Commitment Agreement.

                  Plan of Reorganization Framework

Delphi also filed Monday a Plan Framework Support Agreement
between Delphi, GM, and the Plan Investors, which outlines
Delphi's proposed framework for a plan of reorganization.  While
the plan framework is based on extensive discussions and
negotiations among Delphi, GM, the Plan Investors and Delphi's
statutory committees conducted since August of this year, not
every one of the proposed terms and conditions of the plan
framework are necessarily acceptable to Delphi's stakeholders,
including the Company's statutory committees, each of which may
determine to oppose one or more elements of the framework. The
Plan Framework Support Agreement as well as the economics and
structure of the plan framework itself are expressly conditioned
on reaching consensual agreements with Delphi's U.S. labor unions
and GM.  Both Delphi and the Plan Investors are permitted to
terminate the Equity Purchase and Commitment Agreement, which
terminates the Plan Support Agreement, if consensual agreements
are not reached with labor and GM by Jan. 31, 2007.

The Plan Framework Support Agreement outlines certain plan terms,
including the distributions to be made to creditors and
shareholders, the treatment of GM's claim, the resolution of
certain pension funding issues, and the corporate governance of
the reorganized Debtors.

"This plan framework agreement forms a platform for the resolution
of our transformation issues and the formulation of a consensual
reorganization plan," Mr. Miller said.

The Plan Framework Support Agreement outlines these treatment of
claims and interests in Delphi's chapter 11 plan of
reorganization:

    * All senior secured debt would be refinanced and paid in full
      and all allowed administrative and priority claims would be
      paid in full.

    * Trade and other unsecured claims and unsecured funded debt
      claims would be satisfied in full with $810 million of
      common stock, 18 million out of a total of 135.3 million
      shares, in the reorganized Delphi, at a deemed value of $45
      per share, and the balance in cash.  The framework requires
      that the amount of allowed trade and unsecured claims (other
      than funded debt claims) not exceed $1.7 billion.

    * In exchange for GM's financial contribution to Delphi's
      transformation plan, and in satisfaction of GM's claims
      against the company, GM will receive 7 million out of a
      total of 135.3 million shares of common stock in the
      reorganized Delphi, $2.63 billion in cash, and an
      unconditional release of any alleged estate claims against
      GM.  In addition, as with other customers, certain GM claims
      would flow-through the chapter 11 cases and be satisfied by
      the reorganized company in the ordinary course of business.  
      The plan framework anticipates that GM's financial
      contribution to Delphi's transformation plan would include
      items to be agreed to between Delphi and GM such as
      triggering of the GM benefit guarantees; assumption by GM of
      certain postretirement health and life insurance obligations
      for certain Delphi hourly employees; provision of flowback
      opportunities at certain GM facilities for certain Delphi
      employees; GM's payment of certain retirement incentives and
      buyout costs under current or certain future attrition
      programs for Delphi employees; GM's payment of mutually
      negotiated buy-downs; GM's payment of certain labor costs
      for Delphi employees; a revenue plan governing certain other
      aspects of the commercial relationship between Delphi and
      GM; and GM's support of the wind-down of certain Delphi
      facilities and the sales of certain Delphi business lines
      and sites.  While the actual value of the potential GM
      contribution cannot be determined until a consensual
      resolution with GM is completed, Delphi is aware that GM has
      publicly estimated its potential exposure related to
      Delphi's chapter 11 filing.

    * All subordinated debt claims would be allowed and satisfied
      with $450 million of common stock (10 million out of a total
      of 135.3 million shares) in the reorganized Delphi, at a
      deemed value of $45 per share and the balance in cash.

    * Holders of existing equity securities in Delphi would
      receive $135 million of common stock (3 million out of a
      total of 135.3 million shares) in the reorganized Delphi, at
      a deemed value of $45 per share, and rights to purchase
      approximately 57 million shares of common stock in the
      reorganized Delphi for $2.0 billion at a deemed exercise
      price of $35 per share (subject to the rights offering
      becoming effective and other conditions).

            Emergence Corporate Governance Structure

The Equity Purchase and Commitment Agreement and the Plan
Framework Support Agreement also include certain corporate
governance provisions for the reorganized Delphi.

Under the terms of the proposed plan, the reorganized Delphi would
be governed by a 12 member Board of Directors, 10 of whom would be
independent directors and two of whom would be a new Executive
Chairman and a new Chief Executive Officer and President.  Most
notably as part of the new corporate governance structure, the
current Delphi Board of Directors along with the Plan Investors,
have mutually recognized that current Delphi President and Chief
Operating Officer, Rodney O'Neal, will be appointed CEO and
president of the reorganized Delphi no later than the effective
date of the plan of reorganization.

Separately, Delphi's Board has decided to make Mr. O'Neal's CEO
appointment effective Jan. 1, 2007, to allow for the most optimum
transition between Miller and O'Neal before the company emerges
from bankruptcy.  Concurrent with O'Neal's appointment, Miller
will become Delphi's first Executive Chair and will continue to
oversee the company's chapter 11 reorganization through emergence.

A five member selection committee, consisting of John D. Opie,
Delphi Board of Director's lead independent director, a
representative of each of Delphi's two statutory committees and a
representative of each of Delphi's two lead Plan Investors --
Cerberus and Appaloosa -- will select the company's post-emergence
Executive Chair as well as four independent directors (one of whom
may be from Delphi's current Board of Directors).  The two lead
Plan Investors must both concur in the selection of the Executive
Chair, but do not vote on the four common independent directors
and will each appoint three Board members comprising the remaining
six members of the new board of directors.  The new board of
directors must satisfy all exchange/NASDAQ independence
requirements.  Executive compensation for the reorganized company
must be on market terms, must be reasonably acceptable to the Plan
Investors, and the overall executive compensation plan design must
be described in the company's disclosure statement and
incorporated into the plan of reorganization.

                       Pension Funding

The Plan Framework Support Agreement reaffirms Delphi's earlier
commitment to preserve its salaried and hourly defined benefit
U.S. pension plans and will include an arrangement to fund
approximately $3.5 billion of its pension obligations.  The
company agreed that as much as $2 billion of this amount may be
satisfied through GM taking an assignment of Delphi's net pension
obligations under applicable federal law.  GM will receive a note
in the amount of such assignment on market terms that will be paid
in full within 10 days following the effective date of a plan of
reorganization.  Through this funding, Delphi will make up
required contributions to the plans that were not made in full
during the Chapter 11 process.

The company has previously said that one of the goals of its
transformation plan is the retention of existing U.S. defined
benefit pension plans for both its hourly and salaried workforce.
In order to retain the programs and related benefits accrued,
Delphi will freeze the U.S. pension plans no later than at the
time of emergence.

"With this funding, Delphi will be able to preserve its pension
plans and become fully funded to the extent required by ERISA,"
said Mr. Miller.  "While other major Chapter 11 labor
transformation cases have regrettably had to terminate their
pension plans as part of their restructuring, Delphi has expended
a great deal of effort and energy to save our employees'
pensions."

          Existing Prepetition And Dip Loan Refinancing

Given the current favorable conditions in the capital markets,
Delphi will be seeking court approval to enter into a $4.5 billion
replacement DIP financing facility on more favorable terms than
the combined DIP and prepetition term and revolver loan facilities
that are being replaced.  Under the terms of the replacement
financing facility, Delphi estimates that it will save
approximately $8 million per month in financing costs.  These
savings result from the interest rate under the replacement
financing facility being lower than the accrual rate for the
adequate protection payments in respect of the secured prepetition
credit facilities, which the company proposes to repay with a
portion of the proceeds of the replacement financing facility.

The savings generated would preserve additional value of the
company's estates and would enhance the ability to implement its
transformation plan and emerge from chapter 11 protection.

The replacement financing facility will have similar terms as the
existing DIP facility, with certain key exceptions, all of which
are beneficial for Delphi and its estates.  The refinancing of the
secured prepetition credit facilities will not impair, in any
material respect, the lien priorities of other holders of secured
claims relative to such facilities. Details of the replacement
financing facility and the existing DIP facility can be found in
Delphi's DIP refinancing motion filed with the Court.

                  Consensual Agreement Status

While there have been continuing discussions with the company's
U.S. labor unions and GM, the parties have not reached
comprehensive agreements and there are significant differences of
views that need to be reconciled in order to achieve consensual
agreements in a timeframe that would permit Delphi to preserve the
plan investment and plan framework and support agreements
announced today.

"While today's agreements are an important step forward in our
transformation, we remain keenly focused on reaching a consensual
resolution with all of our U.S. unions and GM," Mr. Miller said.
"Our fiduciary responsibility as debtors-in-possession is to
maximize the value of our estates.  Although [Mon]day's court
filings represent an encouraging and necessary move closer to
emergence, we and our counterparts at the negotiating table must
complete our work promptly and on a consensual basis if Delphi is
to emerge from chapter 11 during the first half of 2007."

Consistent with its prior practice, the company will not comment
further regarding the status or substance of its discussions with
GM or its unions while discussions are ongoing.

                   About Delphi Corporation

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--    
(Pink Sheets: DPHIQ) 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.  Rothschild
Inc. serves as the Debtors' investment banker.  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 CORP: Steering Unit Books $3.3 Bil. in New Business
----------------------------------------------------------
Delphi Corporation has already booked $3.3 billion in new steering
and halfshaft business to date in 2006, and expects additional new
business awards prior to year-end, company officials disclosed.

Most of the new business awards are approximately five years in
duration.  Further details remain confidential at the customers'
request.

Sixteen global customers are included among the new business
awards, with no single customer representing more than 50% of the
total business.  More than half of the new business is for
vehicles produced in Europe, Asia and South America.

The products sold include electric and hydraulic power steering
systems, steering columns, gears, hoses and halfshafts.

"We're showing remarkable strength during a turbulent time for the
entire industry," said Bob Remenar, president, Delphi Steering
division.  "This sales performance shows that we have strong
technologies that excite a diversified and global customer base.  
We have a team that is committed to bringing value to our
customers.  Our team has built strong sales momentum throughout
the year.  We expect that momentum to continue for the remainder
of the year and into 2007."

Beyond the short-term improvement, the news has historical
significance: In the 100 years that Delphi has been producing
steering components and systems, 2006 will represent the second-
strongest bookings year ever.  As the division continues to book
sales for the remainder of the year, Remenar said he expects that
2006 will reflect more than a 50% gain compared with 2005.

Remenar further said that more than 30% of the new business in
2006 is conquest business.  "It's really simple," Remenar
said.  "We expect that as more customers get to know us -- our
people, our products, our quality, and our global footprint, with
our engineering and manufacturing capabilities -- they will want
to do more business with Delphi Steering."

Delphi Steering now supports 64 customers worldwide.  The division
has more than 9,200 employees at 22 manufacturing plants, 11
customer support centers, and five regional engineering centers
worldwide.

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).


DETROIT SCHOOL: Mounting Financial Strain Cue Fitch's Neg. Outlook
------------------------------------------------------------------
Fitch Ratings downgraded the Detroit School District, Michigan's
limited tax general obligation rating to 'BB+' from 'BBB-'.  

The Rating Outlook is Negative.

The LTGO rating had been placed on Rating Watch Negative on
Aug. 5, 2005.  

The downgrade reflects mounting financial pressures for the
district as the Board of Education remains committed to improving
its financial performance.  While the district offset a general
fund deficit of $48.7 million in fiscal 2004 with deficit
financing in fiscal 2005, its deficit elimination plan filed with
the Michigan Department of Education necessitates significant
labor concessions, personnel reductions and school closings over
several years to compensate for student enrollment declines.  

The teachers strike in September reflected difficult bargaining
and achieved some salary and benefit concessions, but the
disruption of classes accelerated enrollment declines and will
require deeper spending cuts in the current fiscal year.  

The Board is refining its fiscal adjustments to judiciously
allocate its resources without compromising educational quality,
but the risks of successful implementation are heightened by labor
and community sensitivity to the measures.

Fitch affirms the 'AA' rating on the district's unlimited tax
general obligation bonds, which participate in the Michigan School
Bond Loan Fund.  The 'AA' program rating reflects Michigan's
constitutional and statutory requirements to lend debt service
payment funds to school districts that would otherwise default on
their qualified general obligation unlimited tax bonds for any
reason.  Michigan possesses authority to issue general obligation
bonds or notes so that its long-established School Bond Loan Fund
has sufficient moneys for this purpose, and the state constitution
prohibits impairment of bondholder rights related to the fund.

The 'BB+' LTGO rating reflects the weakened economic base of
Detroit, which is coterminous with the district, the difficulty of
making deep spending reductions as enrollment continues to slip
and a high debt burden.  Under the deficit elimination plan filed
in Feb. 2005 with the Michigan Department of Education, the
district will reduce general fund spending by 29.8% over a five-
year period through fiscal 2010.

Fitch anticipates that spending cuts in fiscal 2006 may produce a
modest general fund surplus, but the teachers strike in fiscal
2007 may require additional spending reductions from budgetary
expectations.  Anticipating continued state revenue sharing
weakness and enrollment declines, the district is eliminated
3,646 full-time equivalent positions in fiscal 2006 and 2007 and
closing 95 schools though 2010.

At the end of fiscal 2005, the district had $1.9 billion in
outstanding direct.  Direct debt ratios are high for districts of
comparable size, at $2,098 per capita and 7.4% of market value.
The inclusion of overlapping debt significantly increases overall
debt levels to $5,269 per capita and 18.7% of market value.
Amortization of existing debt is slow at 15% in five years and
30% in 10 years.


DEUTSCHE MORTGAGE: Fitch Lifts Low-B Ratings on $86.3-Mil of Debts
------------------------------------------------------------------
Fitch Ratings upgrades six classes of Deutsche Mortgage & Asset
Receiving Corp.'s commercial mortgage pass-through certificates,
series 1998-C1, as:

   -- $99.9 million class D to 'AAA' from 'AA+';
   -- $27.2 million class E to 'AAA' from 'AA-';
   -- $45.4 million class F to 'AA' from 'BBB+';
   -- $45.4 million class G to 'BBB+' from 'BB+';
   -- $18.2 million class H to 'BB+' from 'BB'; and,
   -- $22.7 million class J to 'B+' from 'B-'.

Fitch affirms these classes:

   -- $415.1 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $109 million class B at 'AAA'; and,
   -- $109 million class C at 'AAA'.

The $22.7 million class K remains 'CCC/DR3' and the $4 million
class L remains 'C/DR6'.

Class A-1 has been paid in full. Interest shortfalls are occurring
on classes J, K, L and M.

The upgrades reflect the increased credit enhancement due to
paydown and additional defeasance since Fitch's last rating
action.  As of the November 2006 distribution date, the pool's
aggregate certificate balance has been reduced by approximately
49.3% to $918.6 million from $1.82 billion at issuance.  

In addition, 25 loans have been defeased since issuance.

As of the December 2006 distribution date, 15 assets are in
special servicing.

The Clipper loans are six cross-collateralized health care
properties.  The loans have been in special servicing since 2000
and remain current.  The borrower and special servicer have
negotiated an extension for the loans until December 2006 with a
second extension option through December 2008.

The second largest specially serviced loan is secured by a hotel
in Arlington, VA.  The borrower is currently marketing the
property for sale.

The third largest specially serviced asset is a hotel in Homewood,
AL.  The asset is real estate owned and is being marketed for
sale.  Losses are expected, based on the most recent appraisal
value.  Fitch expects losses from specially serviced loans to
deplete class L and affect class K.

Realized losses in the pool total $84.6 million to date, or 4.7%
of the original principal balance.

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


DIVERSIFIED REIT: Fitch Lifts Rating on $4MM Class H Notes to BB-
-----------------------------------------------------------------
Fitch Ratings upgrades five classes and affirms five classes of
notes issued by Diversified REIT Trust 2000-1 Ltd./Corp.

These rating actions are effective immediately:

   -- $13,232,647 class A-1 affirm at 'AAA';
   -- $105,453,352 class A-2 affirm at 'AAA';
   -- $18,090,000 class B affirm at 'AAA';
   -- $26,992,000 class C affirm at 'AAA';
   -- $21,249,000 class D upgrade to 'AA' from 'AA-';
   -- $11,343,000 class E upgrade to 'A-' from 'BBB+';
   -- $4,307,000 class F upgrade to 'BBB-' from 'BB+';
   -- $5,025,000 class G upgrade to 'BB+' from 'BB';
   -- $4,308,000 class H upgrade to 'BB-' from 'B+'; and,
   -- class X notes affirm at 'AAA'.

DREIT 2000-1 is a collateralized debt obligation which closed
April 13, 2000. DREIT 2000-1 is composed of a static pool of
senior unsecured real estate investment trust securities.

The upgrades are driven primarily by the improved credit quality,
seasoning of the collateral, and deleveraging of the transaction.
Since last review, an additional 15.83% of the original capital
structure was paid down.  The percentage of portfolio assets
having experienced credit upgrades outweighs the percentage of
downgrades.  The weighted average rating factor has improved to
4.92, as of Nov. 28, 2006, from 5.65 at last review.  The weighted
average coupon remains relatively stable at 7.73%.  The weighted
average life, demonstrating seasoning, has decreased slightly to
1.82, as of Nov. 28, 2006, from 1.88 at last review.

The notes pay principal in sequential order and there are no over-
collateralization or interest coverage tests.  There are currently
no defaulted assets in the portfolio.

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


DIVERSIFIED REIT: Fitch Lifts Rating on $5MM Class F Notes to BB+
-----------------------------------------------------------------
Fitch Ratings upgrades three classes and affirms seven classes of
notes issued by Diversified REIT Trust 1999-1 Ltd./Corp.

These rating actions are effective immediately:

   -- $52,979,107  class A-1 affirm at 'AAA';
   -- $187,728,092 class A-2 affirm at 'AAA';
   -- $31,125,600 class B affirm at 'AAA';
   -- $31,125,600 class C affirm at 'AAA';
   -- $41,500,800 class D upgrade to 'AA' from 'A+';
   -- $23,344,200 class E upgrade to 'BBB' from 'BBB-';
   -- $5,187,600  class F upgrade to 'BB+' from 'BB';
   -- $7,781,400  class G affirm at 'BB-';
   -- $5,187,600  class H affirm at 'B'; and,
   -- class X notes affirm at 'AAA'.

DREIT 1999-1 is a collateralized debt obligation which closed May
26, 1999. DREIT 1999-1 is composed of a static pool of senior
unsecured real estate investment trust securities.

The portfolio, since last review on Aug. 10, 2006, has paid down
an additional 14.18% of the original capital structure.  

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio.  The Fitch weighted average rating
factor has improved to 6.12 as of Nov. 28, 2006 compared to 6.64
at last rating review.  Since the last review, the portfolio
assets have experienced more upgrades than downgrades.  The
calculated weighted average coupon has also remained stable and is
currently at 7.37%.  The seasoning of the collateral can be
illustrated by the declining weighted average life.  Fitch's WAL
of the portfolio declined to 1.57 years as of Nov. 28, 2006 versus
1.65 years at last review.

The notes pay principal in sequential order and there are no over-
collateralization or interest coverage tests.  There are currently
no defaulted assets in the portfolio.

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


DOLLARAMA GROUP: Moody's Rates $200-Mil. Sr. Unsecured Notes at B3
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Dollarama Group Holdings L.P.; assigned a B3 rating to the new
$200 million senior unsecured floating rated deferred interest
notes of Dollarama Group Holdings L.P.; and upgraded the company's
bank credit facilities to Ba1 from Ba2.

The outlook is changed to negative from stable.

New rating assigned:

   * Dollarama Group Holdings L.P.

      -- $200 Million senior floating rate deferred interest
         notes at B3, LGD5, 82%.

Ratings affirmed:

   * Dollarama Group Holdings L.P.

      -- Corporate family rating at B1;
      -- Probability of default rating at B1; and
      -- Speculative grade liquidity rating of SGL-2.

   * Dollarama Group L.P.

      -- $200 million senior subordinated notes at B2, LGD4,59%.

Ratings upgraded:

   * Dollarama Group L.P.

      -- CDN$75 million revolving credit facility at to Ba1,
         LGD2, 18% from Ba2, LGD2, 21%;

      -- CDN$120 million term loan A to Ba1, LGD2, 18% from Ba2
         LGD2, 21%; and;

      -- $246 million secured term loan B to Ba1, LGD, 18% from
         Ba2, LGD2, 21%.

This rating action is prompted by Dollarama's issuance of the
B3-rated $200 million senior floating rate deferred interest
notes, proceeds from which will repay approximately
CDN$150 million in junior subordinated notes and make a
distribution on certain of its equity securities, in each case
held by affiliates of its majority owner, Bain Capital, resulting
in a 0.6x increase in debt/EBITDA to 6.9x.  

The B1 corporate family rating recognizes Dollarama's solid
franchise, broad though somewhat regional retail network in
Eastern Canada, and its favorable competitive position, balanced
by weak credit metrics resulting from its highly leveraged balance
sheet.  

The negative outlook reflects Dollarama's highly leveraged balance
sheet, and the risk that leverage will not reduce due to the
company's aggressive financial policy.  Downward rating pressure
would result from Dollarama failing to reduce leverage either via
improvements in cash flow generation or by reductions in absolute
debt levels such that Debt/EBITDA was sustained above 7x.

To stabilize the rating outlook Dollarama needs to reduce leverage
reducing below 6.5x.

The B3 rating on the new notes recognizes their junior and
structurally subordinate position in the capital structure at a
new holding company level, with all other debt and operating
company liabilities in a senior position.  The new notes will
initially be deferred interest securities and are not expected to
pay cash interest.

The upgrade of the secured bank facilities to Ba1 results from the
application of Moody's Loss Given Default Methodology, which
recognizes the support to the overall capital structure provided
by the new debt at a junior level.

Dollarama is a Montreal, Canada-based discounter with 450 stores
located predominantly in Eastern Canada and the Atlantic
Provinces.


DORAL FINANCIAL: Board Approves Monthly Cash Dividend
-----------------------------------------------------
The Board of Directors of Doral Financial Corporation, on Dec. 11,
2006, approved the regular monthly cash dividend on the Company's
7% Noncumulative Monthly Income Preferred Stock, Series A, 8.35%
Noncumulative Monthly Income Preferred Stock, Series B and 7.25%
Noncumulative Monthly Income Preferred Stock, Series C, in the
amount of $0.2917, $0.173958, $0.151042 per share.

The dividend is payable on Dec. 29, 2006 to the record holders as
of the close of business on Dec. 27, 2006 in the case of the
Series A Preferred Stock, and to the record holders as of the
close of business on Dec. 15, 2006 in the case of Series B and
Series C Preferred Stock.

Doral also reported that the quarterly dividend on the Company's
4.75% perpetual cumulative convertible preferred stock, in the
amount of $2.96875 per share, which had been approved by the Board
of Directors on Oct. 27, 2006, will be paid on Dec. 15, 2006 to
holders of record as of the close of business on Dec. 1, 2006.

                     About Doral Financial

Based in New York City, Doral Financial Corp. (NYSE: DRL) --
http://www.doralfinancial.com/-- a financial holding company, is  
a residential mortgage lender in Puerto Rico, and the parent
company of Doral Bank, a Puerto Rico based commercial bank, Doral
Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency, Inc. and
Doral Bank FSB, a federal savings bank based in New York City.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its ratings on Doral Financial Corp., including its 'B+'
counterparty rating.  The ratings were placed on CreditWatch with
negative implications on April 19, 2005.  The outlook is negative.


DUPREE & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Dupree & Associates, Inc.
             P.O. Box 1073
             Highlands, NC 28741

Bankruptcy Case No.: 06-20098

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Highlands Point Design & Development, LLC  06-20099
      Grady S. Dupree                            06-20100

Chapter 11 Petition Date: December 15, 2006

Court: Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtors' Counsel: David R. Hillier, Esq.
                  Gum, Hillier & McCroskey, P.A.
                  47 North Market Street, P.O. Box 3235
                  Asheville, NC 28802
                  Tel: (828) 258-3368
                  Fax: (828) 252-6721

                               Total Assets    Total Debts
                               ------------    -----------
Dupree & Associates, Inc.      $449,000        $528,776

Highlands Point Design &       $450,000        $391,910
Development, LLC

Grady S. Dupree                $4,613,280      $1,897,366

A. Dupree & Associates, Inc.'s Largest Unsecured Creditor:

   Entity                                           Claim Amount
   ------                                           ------------
   Exxon                                                     $26
   P.O. Box 103104
   Roswell, GA 30076

B. Highlands Point Design & Development, LLC's Six Largest
   Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Larry Rogers Construction                             $52,009
   776 Dillard Road
   Highlands, NC 28741

   Capital One                                            $7,186
   P.O. Box 30285
   Salt Lake City, UT 84130-0285

   Chase                                                  $7,177
   P.O. Box 15298
   Wilmington, DE 19850-5298

   Slaughter & Wheeler                                    $1,223
   2900 Chamblee-Tucker Road
   Suite 300, Building 9
   Atlanta, GA 30341

   Reeves Hardware                                          $307
   P.O. Box 345
   Clayton, GA 30525

   Home Depot                                                 $6
   P.O. Box 9121
   Des Moines, IA 50368


C. Grady S. Dupree's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Macon Bank                    Lots 1 and 2              $324,725
50 West Main Street           Highlands Point
Franklin, NC 28734            Lot 10 Highlands
                              Point

Chase                         Consumer debt              $11,018
P.O. Box 15298
Wilmington, DE 19850-5298

Chase                         Consumer debt               $9,601
P.O. Box 15298
Wilmington, DE 19850-5298

Macon County Tax                                          $7,371

Discover Financial Services   Consumer debt               $7,360

Chase                         Consumer debt               $5,813

Fusion Systems                Consumer debt               $1,445

Wilson Gas                    Consumer debt                 $935

Emory Clinic                                                $882

Stone Electric                Consumer debt                 $372

Verizon Wireless              Consumer debt                 $272

Terminex                      Consumer debt                 $152

Fred H. Jones                 Atty. for Kenton           Unknown
                              and Linda W. David


EDISON MISSION: S&P Holds Ratings and Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on, Edison
Mission Energy, Edison Mission Marketing and Trading, Edison
Mission Energy Funding Corp., and Midwest Generation LLC (Midwest
Gen) to stable from positive.  Each company's 'BB-' long-term
rating was affirmed, as was the 'B' rating assigned to the debt of
Mission Energy Holding Co.

The 'BB' rating and stable outlook assigned to the Homer City
Funding LLC debt are not affected by these outlook revisions
because Homer City's credit quality is not directly tied to the
ratings of its parent and affiliates.

The outlook was revised after the company announced that it will
need to invest $2.5 billion to $3.5 billion between 2008 and 2018
to meet emissions controls at the power plants in the Midwest Gen
portfolio.  Most of the spending will not begin until about 2010
and will continue over the ensuing years.

"While it is still uncertain what the mix of cash from operations
and proceeds of debt issuances will be in support of these
additions to the capital program, it is our view that the
magnitude of the expanded capital program has the potential to
alter financial metrics," said Standard & Poor's credit analyst
David Bodek.

Cash contributions for the financing of emissions controls may
meaningfully reduce liquidity and debt financing may reduce
current financial cash flow and leverage ratios.  Cash
contributions from earnings and debt issuance might both have a
chilling effect on future growth prospects for the company.  
Moreover, retrofitting portions of the portfolio with emissions
controls may be uneconomical, which could impair cash flows.  

The uncertainties presented by these heightened capital needs
reduce the near term prospects for rating upgrades.   
Consequently, the ratings outlooks have been restored to stable.

The ratings on EME, MEHC, Edison Mission Marketing and Trading,
EME Funding, and Midwest Gen continue to reflect the credit
quality of the distributable cash flow from a portfolio of
generating assets.  The ratings also take into account the
financial risk of double and triple leverage at EME and MEHC.

The ratings also incorporate Standard & Poor's expectation that
while EME may use some cash to invest in certain new assets, EME
will retain sufficient cash on hand to retire its MEHC debt at
maturity and that MEHC would subsequently be dissolved.


ENTERGY NEW: Court Approves Transfer of Cottonwood Energy's Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
has approved the transfer of the claims of Cottonwood Energy
Company LP to Deutsche Bank Securities Inc.

As reported in the Troubled Company Reporter on Dec. 7, 2006, from
Nov. 2 to 20, 2006, the Bankruptcy Clerk recorded 12 claim
transfers in Entergy New Orleans, Inc.'s Chapter 11 case:

   Creditor                Transferee             Claim Amount
   --------                ----------             ------------
   Magnus Energy           Deutsche Bank            $2,226,291
   Marketing, Ltd.         Securities, Inc.

   Cottonwood Energy       Deutsche Bank               787,827
   Company LP              Securities, Inc.

   Security Support        Redrock Capital              19,196
   Services

   Security Support        Redrock Capital               7,570
   Services

   American Eagle Door     Trade-Debt.Net Inc.           4,306
   & Glass Co LLC

   Flat Busters            Trade-Debt.Net Inc.             943
   of LA LLC

   Salathe Oil Co Inc.     Trade-Debt.Net Inc.             786

   AAS Co.                 Trade-Debt.Net Inc.             545

   Ogden Museum            Trade-Debt.Net Inc.             350
   of Southern Art

   French Quarter          Trade-Debt.Net Inc.             250
   Festivals Inc.

   LA Spring Water         Trade-Debt.Net Inc.             229

   Merlin J &              Trade-Debt.Net Inc.             167
   Dorothy K. Lehman

The claims transfer notices were filed by:

      -- Deutsche Bank Securities, Inc.
         60 Wall Street, 2nd Floor
         New York, NY 10005
         Attn: Matt Doheny
         Tel: (212) 250-5760

      -- Redrock Capital Partners, LLC
         111 S. Main Street, Ste C11
         P.O. Box 9095
         Breckenridge, CO 80424
         Attn: Christopher Todd belitz
         Tel: (970) 547-9065

      -- Trade-Debt.Net Inc.
         P.O. BOX 1487
         West Babylon, NY 11704

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)


EUROGAS INC: Sept. 30 Balance Sheet Upside-Down by $41.1 Million
----------------------------------------------------------------
Eurogas Inc.'s balance sheet at Sept. 30, 2006, showed $3.1
million in total assets and $30.1 million in total liabilities,
resulting in a $41.1 million total stockholders' deficit.

The company reported a $10,160 net loss for the quarter ended
Sept. 30, 2006, compared with a $307,199 net loss for the same
period in 2005.  The company had no oil and gas sales for both
periods.  Management says the losses for both periods were due in
large part to the absence of revenues, combined with continued
administrative, interest, foreign exchange loss and other
recurring continuing expenses.

General and administrative expenses were $ 0 for the three months
ended Sept. 30, 2006 compared to $269,435 for the three months
ended Sept. 30, 2005.  The decrease in administrative expenses is
the result of the corporate inactivity of the company due to the
Chapter 7 Bankruptcy.

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?1728

                          About Eurogas

EuroGas Inc. (Other OTC:EUGS.PK) has investments in properties
believed to be rich in oil, gas, and talc.  CEO Wolfgang Rauball
owns 26% of the company.

Eurogas Inc. has been inactive since the company was put in
chapter 7 by one of its US creditors.  The company has impaired
most of its oil and gas properties and the remaining assets have
been put under the control of a bankruptcy trustee.  Realization
of the investment in properties and equipment is dependent upon
the US Bankruptcy Court in Salt Lake City, Utah, releasing the
company from chapter 7.

Since all assets of the company were sold at an auction held by
the US Bankruptcy Trustee in March 2006, proceeds in the amount of
approximately $800,000 are to be distributed by the Bankruptcy
Trustee once he files his final report with the Bankruptcy Court
in Salt Lake City and the presiding Judge approves of this repot.
  

FIELDCREST BUILDING: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Fieldcrest Building and Developing, LLC
        72 Comstock Trail
        East Hampton, CT 06424
        Tel: (860) 267-2117

Bankruptcy Case No.: 06-32241

Type of Business: The Debtor is a project contractor.

Chapter 11 Petition Date: December 13, 2006

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: John J. O'Neil, Jr., Esq.
                  Francis O'Neil & Del Piano, LLC
                  255 Main Street
                  Hartford, CT 06106
                  Tel: (860) 527-3271
                  Fax: (860) 527-2584

Total Assets: $2,151,089

Total Debts:  $7,329,008

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
TD Banknorth N.A.              Single Family Home      $1,000,000
2461 Main Street               15 Dogwood Drive          Secured:
Glastonbury, CT 06033          Andover, CT               $465,900
                                                     Senior Lien:
                                                         $641,000

                               Upper Kensington        $1,000,000
                               Drive, East Lyme, CT      Secured:
                                                         $200,000
                                                     Senior Lien:
                                                         $132,000

                               22 Farview Run          $1,000,000
                               Marlborough, CT           Secured:
                                                       $1,001,000
                                                     Senior Lien:
                                                         $912,500

                               Upper Kensington        $1,000,000
                               Drive, East Lyme, CT      Secured:
                                                         $330,000

                               Upper Kensington          $540,000
                               Drive, East Lyme, CT      Secured:
                                                         $330,000
                                                     Senior Lien:
                                                       $1,000,000

                               Upper Kensington          $540,000
                               Drive, East Lyme, CT      Secured:
                                                         $220,000
                                                     Senior Lien:
                                                       $1,132,000

Niantic Real Estate LLC        15 Dogwood Drive          $275,000
197 Upper Pattagansett Road    Andover, CT               Secured:
East Lyme, CT 06333                                      $465,900
                                                     Senior Lien:
                                                         $366,000

                               Lots 11 & 30              $132,500
                               Upper Kensington          Secured:
                               Drive, East Lyme, CT      $330,000
                                                     Senior Lien:
                                                       $1,540,000

Sal Avarista & Son             Single Family Home         $17,750
Painting Contractor            22 Farview Run            Secured:
230 Hartford Turnpike          Marlborough, CT         $1,001,000
Vernon Rockville, CT 06066                           Senior Lien:
                                                       $1,921,755

Strober-General Building       Single Family Home         $15,081
Supply Co., Inc.               222 Farview Run           Secured:
367 Ellingotn Road             Marlborough, CT         $1,001,000
East Hartford, CT 06108                              Senior Lien:
                                                       $1,939,505

Stock/Kitchen Factor           Trade Debt                 $61,331
P.O. Box 120280
East Haven, CT 06512

Pierre Giroux dba              Trade Debt                 $30,000
Giroux Electric

Stock 4413                     Trade Debt                 $29,125

Francis Hamm & Assoc., Inc.    Trade Debt                 $23,957

M.J. Edmonds                   Trade Debt                 $19,021

American Express - Optima      Credit Card Purchases      $16,267

Portland Electric Co.          Trade Debt                 $13,600

S. Marchant Plumbing, LLC      Trade Debt                 $13,600

Booth Flooring, Inc.           Trade Debt                 $11,489


FINANCIAL MEDIA: Aug. 31 Balance Sheet Upside-down by $2.2 Million
------------------------------------------------------------------
Financial Media Group Inc. has reported its results of operations
for the year ended Aug. 31, 2006.

The company reported a net loss of $1.61 million for the twelve
month period ended Aug. 31, 2006, compared with a net loss of
$197,998 for the comparable period ended August 31, 2005.  The net
loss for the fiscal year ended Aug. 31, 2006 was attributed to a
$2.9 million charge for the impairment of marketable securities
due to the fluctuation in the value of the company's portfolio
mix.  Revenues increased to $6.63 million, from $1.33 million in
2005.  

At Aug. 31, 2006, the company's balance sheet showed $5.9 million
in total assets and $8 million in total liabilities, resulting in
a $2.2 million stockholders' deficit.

"Over the last year, Financial Media Group has implemented several
cost containing efforts to ensure that our controllable costs are
being more closely monitored during this growth period," said
Albert Aimers, Chief Executive Officer of Financial Media Group,
Inc.  "In addition, we have always taken a very conservative
approach to our accounting practices, particularly in terms of the
impairment of marketable securities, which was the main reason for
our increased loss.  We are very encouraged by our record sales,
which were a direct result of a substantial increase in new
customers.  We are also optimistic about several new initiatives,
including mywallst.net, our Financial Social Network, which we
believe will bring additional value to our shareholders."

Full-text copies of the company's financial statements for the
year ended Aug. 31, 2006, are available for free at:
                                  
                http://researcharchives.com/t/s?1738  

                       Going Concern Doubt

Kabani & Company Inc. expressed substantial doubt about
Financial Media Group Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal year ended Aug. 31, 2006.  The auditing firm pointed to the
company's accumulated deficit of $3.7 million as of Aug. 31, 2006
and net loss of $1.6 million for the year ended Aug. 31, 2006.

                 About Financial Media Group, Inc.:

Financial Media Group Inc. (OTCBB: FNGP.OB) -- is a diversified
media and advertising company.  The company provides internet
based media and advertising services through its financial website
and the company's newspaper "WallSt.net Digest."

WallStreet Direct Inc., a wholly-owned subsidiary, specializes as
a provider of financial news, tools and content for the global
investment community.  WallStreet Direct Inc. owns and operates
http://www.wallst.net/  

On Feb. 10, 2006, Financial Media Group Inc. established a 100%
wholly owned subsidiary Financial Filings Inc.  This business unit
focuses on providing Edgarization and newswire services to small
and mid-sized public companies.  These compliance services provide
formatting of pertinent SEC filings and distribution of news in
more than 30 languages to media outlets in more than 135
countries.


FOAMEX INTERNATIONAL: Seeks Conversion of FMXI Into Delaware LLC
----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
convert FMXI Inc. from a Delaware corporation to a Delaware
limited liability company in connection with their Second Amended
Joint Plan of Reorganization.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors originally
planned to effectuate the conversion on the Effective Date of the
Second Amended Plan; however, they determined that certain savings
could be realized if the FMXI is converted before the end of 2006.

Ms. Morgan adds that FMXI's conversion before year-end will
simplify the Debtors' overall tax structure and reduce their tax
burden and collective tax compliance costs.  

Furthermore, since FMXI's conversion is contemplated by the
Second Amended Plan, doing it now will eliminate the need to incur
further tax compliance costs associated with filing a tax return
for the period from Jan. 1, 2007, through the Effective Date.  

Ms. Morgan says the Debtors' estimated saving could range from
$50,000 to $90,000.

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


FOAMEX INT'L: Pa. Revenue Dept. Opposes Amended 2nd Ch. 11 Plan
---------------------------------------------------------------
The Commonwealth of Pennsylvania Department of Revenue objects
to Foamex International Inc. and its debtor-affiliates' Second
Amended Plan of Reorganization to the extent it attempts to
release the Debtors' corporate officers from any liability for
payment of state trust fund taxes.

Attorney General Thomas W. Corbett, Jr., Esq., relates that the
Revenue Department has administrative and priority claims against
certain Debtors for unpaid corporate taxes:

   Debtor                        Type of Claim         Amount
   ------                        -------------         ------
   Foamex, LP                    Priority             $37,312
   Foamex, LP                    Gen. Unsecured           500
   Foamex International Inc.     Administrative         1,985
   Foamex International Inc.     Priority               1,077
   Foamex Capital Corporation    Administrative           264
   Foamex Capital Corporation    Priority                 144
   FMXI, Inc.                    Administrative           264
   FMXI, Inc.                    Priority                 144

In addition, the Debtors have failed to file corporate tax reports
for 2005, 2006, and 2007 through Jan. 16, 2007.  Mr. Corbett
asserts that without the filing of the tax reports, the Court
should not confirm the Debtors' Second Amended Plan.

The Revenue Department wants any order confirming the Second
Amended Plan to provide that the Plan does not compromise the
Department's rights against the Debtors' corporate officers to
seek recovery of state trust funds to the extent provided by
applicable law.

Accordingly, the Revenue Department asks the Court to deny
confirmation of the Second Amended Plan.

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


FOOTE DEVELOPMENT: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Foote Development Company
        6132 Southwest Riverpoint Lane
        Portland, OR 97280

Bankruptcy Case No.: 06-03868

Type of Business: The Debtor is a real estate developer and
                  project contractor.
                  See http://www.footedevelopment.com/

Chapter 11 Petition Date: December 7, 2006

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Gary B. Rudolph, Esq.
                  Sparber Rudolph Annen, APLC
                  701 B Street, Suite 1000
                  San Diego, CA 92101
                  Tel: (619) 239-3600
                  Fax: (619) 239-5601

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Shaw & Hren                      Maintenance Bonds      Unknown
16135 Pauma Valley Drive
Pauma Valley, CA 92061-0599


GEO GROUP: Modifies Financing Plan for CentraCore Purchase
----------------------------------------------------------
The GEO Group Inc. has modified its planned method of financing
the acquisition of CentraCore Properties Trust.  Geo Group will no
longer be seeking to amend the indenture for its outstanding
8-1/4% senior unsecured notes, as reported on Nov. 16, 2006.

In addition, GEO Group does not at the present time intend to
proceed with the previously announced private placement of
$275 million in senior secured notes through a bankruptcy-remote
subsidiary.  Instead, GEO Group plans to finance the CPT
transaction through approximately $365 million in increased
borrowings under an amended senior secured credit facility and
approximately $50 million in cash on hand.

After further consideration, GEO Group believes that this method
of financing the acquisition reduces execution risk and provides
GEO Group with increased operational flexibility on a going
forward basis.  GEO Group has received a firm commitment from BNP
Paribas to finance the amended senior secured credit facility.

Based in Boca Raton, Florida, The GEO Group, Inc. (NYSE: GEO)
delivers correctional, detention and residential treatment
services to federal, state and local government agencies around
the globe.  GEO has government clients in the USA, Australia,
South Africa, Canada and the United Kingdom.  GEO Group's
worldwide operations include 62 correctional and residential
treatment facilities, with a total design capacity of
approximately 52,000 beds.

                        *     *     *

On Sept. 26, 2006, Moody's Investors Service affirmed GEO Group's
Ba3 corporate family and senior secured debt ratings, with a
stable outlook.  The rating agency also affirmed GEO Group's B1
senior unsecured debt rating.  GEO Group is planning to acquire
CentraCore Properties Trust in a debt-financed transaction.  
CentraCore, a REIT, is GEO Group's main landlord.


GEORGIA-PACIFIC: Fitch Rates New $1.25-Bil. Senior Notes at B+
--------------------------------------------------------------
Fitch rated Georgia-Pacific's new senior unsecured guaranteed
notes due 2015 and 2017 aggregating $1.25 billion 'B+'.

Fitch also affirms these GP ratings:

   -- Issuer Default Rating 'B+';
   -- Senior unsecured 'B+/RR4';
   -- Senior secured revolver 'BB/RR2'; and,
   -- First lien term Loan. 'BB/RR2'.

GP's Rating Outlook remains Stable.

The rating on GP's Second Lien Term Loan has been withdrawn in
anticipation of repayment.

GP issued the new notes to repay its $2.25 billion Second Lien
Term Loan concurrent with a $1 billion increase in its First Lien
Term Loan B, bringing the latter's balance to approximately
$6.2 billion.  This frees assets from $1.25 billion of liens which
favors unsecured debtors.  However, in Fitch's opinion this does
not substantively change the recovery prospects of unsecured
debtors in an event of bankruptcy which is the distinguishing
feature between secured and unsecured ratings.

GP's new note issues will benefit from upstream guarantees by
select subsidiaries which, together with the issuer, in aggregate
directly hold 75% of GP's consolidated total assets.  This
attribute differentiates the new notes from the majority of GP's
other notes and bonds issued before its acquisition by Koch
Industries, Inc.

However, as a going concern the guarantees do not enhance the
prospects of timely repayment and therefore do not justify a
rating different from other senior unsecured indebtedness.

GP's IDR of 'B+' is based on a review of the prospects for GP's
various businesses which have been performing well.  Heading into
next year, in Fitch's opinion, GP will likely suffer from the
decline in the U.S. housing market which has had a very negative
impact on the prices for lumber, plywood, oriented strand board
and gypsum wallboard.  However, GP's other businesses, in
particular domestic bathroom tissue and towels and corrugated
containers, are currently strong and on a positive trend which is
the basis for the Stable Outlook.

GP was taken private by Koch last year in a transaction valued at
just over $21 billion, financed with approximately $11 billion in
new debt and $7 billion in equity.


GLASSMASTER COMPANY: Elliott Davis Raises Going Concern Doubt
-------------------------------------------------------------
Elliott Davis LLC expressed substantial doubt about Glassmaster
Company Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the fiscal year
ended Aug. 31, 2006.  The auditing firm pointed to the company's
loss from operations during the past fiscal year and working
capital deficit at Aug. 31, 2006.

Glassmaster Company Inc. reported a $724,882 net loss on
$20.4 million of sales for the year ended Aug. 31, 2006, compared
with $100,815 of net income on $18.2 million of sales for fiscal
2005.  The net loss is attributable to lower gross profit,
increased general and administrative expenses, and higher interest
expense.

Sales increased in all three segments, with sales in the
industrial products segment increasing nearly $1 million.  

Gross margin decreased from 16% to 12% from the fiscal year 2005
to 2006.  The decrease was due to several factors, including
higher material costs, higher than typical health care costs, and
a lack of working capital.  Material costs increased during the
year due to spikes in energy and petroleum costs.  Health care
costs spiked during the year due to several individual claims.  

General and administrative expenses increased mostly due to an
increase in headcount.  During the fiscal year, a new general
manager for the industrial products segment was added, the marine
segment added staff to operate the business, and the finance
department added staff to compensate for the increased activity
from the marine segment.  Further, corporate costs increased due
to increased costs in the administration of the health insurance
plan and higher bank fees.

Interest expense increased from $634,000 to $830,000, a 31%
increase.  Most of the increase is due to the increase in the
prime rate, which increased from 6.5% to 8.25% during the year.

At Aug. 31, 2006, the company's balance sheet showed $11.6 million
in total assets, $11.55 million in total liabilities, and $51,181
in total stockholders' equity.

The company's balance sheet at Aug. 31, 2006, also showed strained
liquidity with $6.7 million in total current assets available to
pay $10.6 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Aug. 31, 2006 are available
for free at http://researcharchives.com/t/s?1737

                About Glassmaster Company

Based in Lexington, South Carolina, Glassmaster Company Inc.
(OTC:GLMA.OB) -- http://www.glassmaster.com/-- develops and  
manufactures  extruded monofilaments, fishing and cutting line,  
abrasive nylon monofilaments, flexible control cables, switch
panels,  electronic test equipment, and the Modular T-slotted
Composite Framework System.  The company employs 300 process
engineers, marketing specialists, management personnel and
production technicians at Lexington, South Carolina, and
Kalamazoo, Michigan.


GRANITE BROADCASTING: Organizational Meeting Set for Thursday
-------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, will convene
an organizational meeting in Granite Broadcasting Corporation,
WXON, Inc., WXON License, Inc., KBWB, Inc., KBWB License, Inc.,
and WEEK-TV License, Inc.'s Chapter 11 cases at 1:00 p.m. on
Dec. 21, 2006, at the U.S. Trustee's 341 Meeting Room at,
80 Broad Street, 2nd floor, New York.  

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

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

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

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

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

Headquartered in 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.


HARRAH'S ENT: Board to Decide on $16.7-Bil Buyout Offer Today
-------------------------------------------------------------
Harrah's Entertainment Inc.'s board of directors will decide today
whether the company will accept the $16.7 billion buyout offer
from Apollo Management LP and Texas Pacific Group, Caroline Humer
writes for Reuters.

As published in the Troubled Company Reporter on Nov. 30, 2006,
Harrah's previously rejected a $15-billion offer from Apollo
Management LP and Texas Pacific Group.  The private equity group
subsequently raised their bid to $83.50 per share, or $15.5
billion.  Their current offer stands at $90 per share.

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

                           *     *     *

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

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


HEALTHY DIRECTIONS: S&P Lifts Rating to B+ with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
nutritional supplements direct marketer Healthy Directions LLC to
'B+' from 'B'.  The outlook is stable.

"The upgrade reflects Healthy Directions' track record of
consistent operating performance and improving credit measures,"
said Standard & Poor's credit analyst Ana Lai.

Potomac, Maryland-based Healthy Directions is a small player in
the highly fragmented $18 billion vitamin, mineral and supplement
retailing industry.  The company faces broad competition from
other direct marketers and retailers of VMS products, such as NBTY
Inc. (BB/Stable/--) and General Nutrition Centers Inc. (B/Stable/-
-), which have more established market positions.  However,
Healthy Directions benefits from a loyal customer base and a
disciplined customer acquisition approach.  As a result, Healthy
Directions has achieved consistent cash flow over the past few
years.  "Credit measures have improved due to debt reduction and
are above average for the rating," said Ms. Lai.


HENRY SKAGGS: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Henry L. Skaggs, Jr.
        Mable Sue Skaggs
        6924 Gaines Ridge Road
        Columbus, GA 31904

Bankruptcy Case No.: 06-40965

Chapter 11 Petition Date: December 4, 2006

Court: Middle District of Georgia (Columbus)

Judge: John T. Laney III

Debtor's Counsel: Stephen G. Gunby, Esq.
                  Grogan, Rumer & Gunby, LLP
                  P.O. Box 1846
                  Columbus, GA 31902
                  Tel: (706) 324-3448
                  Fax: (706) 327-3958

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
DaimlerChrysler Financial                   $73,401
c/o MacDowell & Associates
Clifford W. Heindel
P.O. Box 450849
Atlanta, GA 31145

American Express Centurion Bank             $31,991
c/o John Swann
2905 Piedmont Road
Atlanta, GA 30305

American Express Centurion Bank             $25,292
c/o Trauner Cohen & Thomas
2880 Dresden Drive
Atlanta, GA 30341

Quixtar Visa                                $13,382
Bank of America
PO Box 15026
Wilmington, DE 19850

Alliance One                                $13,144
1160 Centre Pointe Drive, Ste #1
Mendola Heights, MN 55120

AmeriCredit                                 $13,040
P.O. Box 183593
Arlington, TX 76096

Target National Bank                         $9,848
c/o Craig Goodman
P.O. Box 450809
Atlanta, GA 31145

First Equity Card Corporation                $7,135
P.O. Box 84075
Columbus, GA 31908

Wachovia                                     $5,578
Bank Card Services
P.O. Box 15026
Wilmington, DE 19850

Capital One                                  $4,227
P.O. Box 30285
Salt Lake City, UT 84130

Chase Cardmember Services                    $3,798
P.O. Box 100043
Kennesaw, GA 30156

Emerge                                       $1,132
P.O. Box 105555
Atlanta, GA 30348


HOLLINGER INC: Two Subsidiaries Sell Assets for $16.81 Million
--------------------------------------------------------------
Domgroup Ltd., a wholly owned subsidiary of Hollinger, Inc., has
entered into an agreement to sell its real property located at 280
Hurontario Street, Collingwood, Ontario, to Charis Developments
Ltd. for $2.81 million.  The transaction is expected to close at
the end of January 2007.

As reported in the Troubled Company Reporter on Dec. 12, 2006,
Hollinger's wholly owned subsidiary, 10 Toronto Street Inc.,
entered into an agreement to sell its real property located at 10
Toronto Street, Hollinger's Toronto corporate office, to Morgan
Meighen & Associates for $14 million.  The transaction is expected
to close in May 2007.

            Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Court issued two orders by which The
Ravelston Corporation Limited and Ravelston Management Inc. were:
(i) placed in receivership pursuant to the Bankruptcy & Insolvency
Act (Canada) and the Courts of Justice Act (Ontario); and (ii)
granted protection pursuant to the Companies' Creditors
Arrangement Act (Canada).

RSM Richter Inc. was appointed receiver and manager of all of the
property, assets, and undertakings of Ravelston and RMI.  
Ravelston holds approximately 16.5% of the outstanding Retractable
Common Shares of Hollinger.

On May 18, 2005, the Court further ordered that the Receivership
Order and the CCAA Order be extended to include Argus Corporation
Limited and its five subsidiary companies which collectively own,
directly or indirectly, 61.8% of the outstanding Retractable
Common Shares and approximately 4% of the Series II Preference
Shares of Hollinger.

On June 12, 2006, the Court appointed Richter as receiver and
manager and interim receiver of all the property, assets, and
undertaking of Argent News Inc., a wholly owned subsidiary of
Ravelston.

The Ravelston Entities own, in aggregate, approximately 78% of the
outstanding Retractable Common Shares and approximately 4% of the
Series II Preference Shares of Hollinger.  The Court has extended
the stay of proceedings against the Ravelston Entities to Jan. 19,
2007.

                       About Hollinger Inc.

The principal asset of Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B)
-- http://www.hollingerinc.com/-- is its approximately 70.1%
voting and 19.7% equity interest in Sun-Times Media Group Inc.
(formerly Hollinger International Inc.), a newspaper publisher
with assets which include the Chicago Sun-Times and a large number
of community newspapers in the Chicago area.  Hollinger also owns
a portfolio of commercial real estate in Canada.

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


HOLLINGER INC: Can File Financials Under Fair Value Basis
---------------------------------------------------------
Hollinger Inc. obtained on Dec. 7, 2006, a decision from certain
Canadian securities regulatory authorities allowing it to file
financial statements for periods ending on or after Dec. 31, 2003,
using the fair value basis.

The receipt of this decision marks the end of a lengthy process
that established a basis upon which Hollinger can now update its
continuous disclosure record in light of its unique circumstances.

Hollinger intends to finalize and file financial statements for
the financial years ended Dec. 31, 2003, 2004, and 2005 and
March 31, 2006, as well as interim financial statements for the
current fiscal year and other continuous disclosure documents with
a view to bringing its disclosure filings current and compliant
with applicable law.  

Once these documents are filed, Hollinger will apply to the
Ontario Securities Commission for the revocation of the MCTO.  The
company is required by the recent decision to complete its filings
within 90 days of the date of the decision.  The full text of the
decision is appended to this Update.

By order made Dec. 14, 2006, the Ontario Superior Court of Justice
extended the time for calling an Annual Meeting of Shareholders of
Hollinger to Jan. 31, 2007.  

                Supplemental Financial Information

As of the close of business Dec. 8, 2006, Hollinger and its
subsidiaries -- other than Sun-Times and its subsidiaries -- had
approximately $33.2 million of cash or cash equivalents on hand,
including restricted cash.

At that date, Hollinger owned, directly or indirectly, 782,923
shares of Class A Common Stock and 14,990,000 shares of Class B
Common Stock of Sun-Times.

Based on the Dec. 8, 2006, closing price of the shares of Class A
Common Stock of Sun-Times on the NYSE of $4.82, the market value
of Hollinger's direct and indirect holdings in Sun-Times was
$76 million.

All of Hollinger's direct and indirect interest in the shares of
Class A Common Stock of Sun-Times is being held in escrow in
support of future retractions of its Series II Preference Shares.

All of Hollinger's direct and indirect interest in the shares of
Class B Common Stock of Sun-Times is pledged as security in
connection with the senior notes and the second senior notes.  

In addition to the cash or cash equivalents on hand, Hollinger has
previously deposited approximately CDN$8.8 million in trust with
the law firm of Aird & Berlis LLP, as trustee, in support of
Hollinger's indemnification obligations to six former independent
directors and two current officers.

In addition, CDN$758,000 has been deposited in escrow with the law
firm of Davies Ward Phillips & Vineberg LLP in support of the
obligations of a certain Hollinger subsidiary.

As of Dec. 8, 2006, there was approximately $72.3 million
aggregate collateral securing the $78 million principal amount of
the Senior Notes and the $15 million principal amount of the
Second Senior Notes outstanding.  Hollinger is current on all
payments due under its outstanding Senior notes and Second Senior
Notes.  However, it is non-compliant under the Indentures
governing the Notes with respect to certain financial reporting
obligations and other covenants arising from the insolvency
proceedings of the Ravelston Entities.  Neither the trustee under
the Indentures nor the holders of the Notes have taken any action
as a result of such defaults.

            Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Court issued two orders by which The
Ravelston Corporation Limited and Ravelston Management Inc. were:
(i) placed in receivership pursuant to the Bankruptcy & Insolvency
Act (Canada) and the Courts of Justice Act (Ontario); and (ii)
granted protection pursuant to the Companies' Creditors
Arrangement Act (Canada).

RSM Richter Inc. was appointed receiver and manager of all of the
property, assets, and undertakings of Ravelston and RMI.  
Ravelston holds approximately 16.5% of the outstanding Retractable
Common Shares of Hollinger.

On May 18, 2005, the Court further ordered that the Receivership
Order and the CCAA Order be extended to include Argus Corporation
Limited and its five subsidiary companies which collectively own,
directly or indirectly, 61.8% of the outstanding Retractable
Common Shares and approximately 4% of the Series II Preference
Shares of Hollinger.

On June 12, 2006, the Court appointed Richter as receiver and
manager and interim receiver of all the property, assets, and
undertaking of Argent News Inc., a wholly owned subsidiary of
Ravelston.

The Ravelston Entities own, in aggregate, approximately 78% of the
outstanding Retractable Common Shares and approximately 4% of the
Series II Preference Shares of Hollinger.  The Court has extended
the stay of proceedings against the Ravelston Entities to Jan. 19,
2007.

                       About Hollinger Inc.

The principal asset of Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B)
-- http://www.hollingerinc.com/-- is its approximately 70.1%
voting and 19.7% equity interest in Sun-Times Media Group Inc.
(formerly Hollinger International Inc.), a newspaper publisher
with assets which include the Chicago Sun-Times and a large number
of community newspapers in the Chicago area.  Hollinger also owns
a portfolio of commercial real estate in Canada.

                         Litigation Risks

Hollinger Inc. faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on Sept. 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a Nov. 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on Nov. 15, 2004, seeking injunctive,
       monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.


INTERMEC INC: Fitch Withdraws BB- Rating on Senior Unsecured Debt
-----------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn these
ratings for Intermec, Inc.:

   -- Issuer Default Rating at 'BB-';
   -- Senior secured bank facility at 'BB+'; and,
   -- Senior unsecured debt at 'BB-'.

All debt ratings for this issuer are also withdrawn at this time.
Fitch will no longer provide rating coverage of Intermec.


JANI KASSU: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Jani Kassu Trading, Inc.
        2604 5th Street
        Stafford, TX 77477-6311
        Tel: (281) 499-3069

Bankruptcy Case No.: 06-36795

Chapter 11 Petition Date: December 4, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


JOHN SHANNON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: John L. Shannon
        8920 Highway T
        Wappapello, MO 63966

Bankruptcy Case No.: 06-10663

Chapter 11 Petition Date: November 30, 2006

Court: Eastern District of Missouri (Cape Girardeau)

Judge: Barry S. Schermer

Debtor's Counsel: J. Patrick O'Loughlin, Esq.
                  O'Loughlin, O'Loughlin & Koett, L.C.
                  1736 North Kingshighway
                  Cape Girardeau, MO 63701
                  Tel: (573) 334-9104
                  Fax: (573) 334-5256

Total Assets: $1,372,205

Total Debts:    $607,340

The Debtor does not have any creditors who are not insiders.


J.P. MORGAN: Fitch Rates $16.29-Mil. Certificate Class at BB+
-------------------------------------------------------------
Fitch rates J.P. Morgan Mortgage Acquisition Corp, asset-backed
pass-through certificates, Series 2006-CH2, as:

Group I

   -- $1.343 billion, classes AF-1a through AF-6 'AAA';
   -- $9.28 million class MF-1 'AA+';
   -- $8.69 million class MF-2 'AA';
   -- $4.94 million class MF-3 'AA-';
   -- $4.74 million class MF-4 'A+';
   -- $4.15 million class MF-5 'A';
   -- $3.16 million class MF-6 'A-';
   -- $3.36 million class MF-7 'BBB+';
   -- $1.98 million class MF-8 'BBB'; and,
   -- $3.95 million class MF-9 'BBB-'.

Group II

   -- $342.48 million, classes AV-1 through AV-5 'AAA';
   -- $51.31 million class MV-1 'AA+';
   -- $44.79 million class MV-2 'AA';
   -- $26.87 million class MV-3 'AA-';
   -- $24.43 million class MV-4 'A+';
   -- $23.62 million class MV-5 'A';
   -- $21.17 million class MV-6 'A-';
   -- $18.73 million class MV-7 'BBB+';
   -- $12.22 million class MV-8 'BBB';
   -- $11.40 million class MV-9 'BBB-'; and,
   -- $16.29 million privately offered class MV-10 'BB+'.

The Group I 'AAA' rating on the senior certificates reflects the
13.3% total credit enhancement provided by:

   -- the 2.35% class MF-1;
   -- the 2.2%  class MF-2;
   -- the 1.25% class MF-3;
   -- the 1.2%  class MF-4;
   -- the 1.05% class MF-5;
   -- the 0.8%  class MF-6;
   -- the 0.85% class MF-7;
   -- the 0.5%  class MF-8;
   -- the 1% MF-9; and,
   -- the initial and target overcollateralization of 2.1%.

The Group II 'AAA' rating on the senior certificates reflects the
17.55% total credit enhancement provided by:

   -- the 3.15% class MV-1;
   -- the 2.75% class MV-2;
   -- the 1.65% class MV-3;
   -- the 1.5% class MV-4;
   -- the 1.45% class MV-5;
   -- the 1.3% class MV-6;
   -- the 1.15% class MV-7;
   -- the 0.75% class MV-8;
   -- the 0.7% MV-9;
   -- the privately offered 1% class MV-10; and,
   -- the initial and target overcollateralization of 2.15%.

All certificates have the benefit of monthly excess cash flow to
absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of J.P. Morgan Chase Bank, N.A. as servicer, U.S.
Bank National Association as trustee and The Bank of New York as
Securities Administrator.

The certificates are supported by two collateral groups.

Group I consists of only fixed rate mortgages, while Group II
contains both fixed and adjustable rate mortgages.  

The group I mortgage pool consists of first lien mortgage loans
with a cut-off date pool balance of $395,016,143.  The weighted
average loan rate is approximately 7.641%.  The weighted average
remaining term to maturity is 305 months.  The average principal
balance of the loans is approximately $153,882.  The weighted
average combined loan-to-value ratio is 73.88%.  The properties
are primarily located in Florida, California, and Maryland.

The group II mortgage pool consists of adjustable-rate and
fixed-rate, first lien mortgage loans with a cut-off date pool
balance of $1,628,736,022.  Approximately 20% of the mortgage
loans are fixed-rate mortgage loans, 80% are adjustable-rate
mortgage loans and 100% are first lien mortgage loans.  The
weighted average loan rate is approximately 7.796%.  The weighted
average remaining term to maturity is 339 months.  The average
principal balance of the loans is approximately $209,700.  The
weighted average combined loan-to-value ratio is 78.39%. The
properties are primarily located in Florida, California, and New
Jersey.

JPMorgan Chase Bank, National Association, a national banking
association originated all of the mortgage loans, either directly
or through an affiliate.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


J.P. MORGAN: S&P Holds Junk Rating on Class M Certificates
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
D through G commercial mortgage pass-through certificates issued
by J.P. Morgan Chase Commercial Mortgage Securities Corp.'s series
2001-CIBC2.  At the same time, ratings were affirmed on 11 classes
from the same transaction.

The raised and affirmed ratings reflect the resolution of several
assets that were formerly with the special servicer, as well as
credit enhancement levels that adequately support the ratings
through various stress scenarios.  The upgrades of several senior
certificates reflect the defeasance of $228.7 million (27%) in
collateral since issuance.

As of the Nov. 15, 2006, remittance report, the collateral pool
consisted of 129 loans with an aggregate trust balance of $851
million, compared with 143 loans with a balance of $961.7 million
at issuance.  The master servicer, Midland Loan Services Inc.
(Midland), provided primarily year-end financial information for
97% of the pool, excluding the loans secured by defeased
collateral.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage (DSC) of 1.43x
for the pool, compared with 1.37x at issuance. All of the loans in
the pool are current.  There are currently no assets with the
special servicer, ARCap Servicing Inc.  To date, the trust has
experienced six losses totaling $11 million.

The top 10 loans secured by real estate had an aggregate
outstanding balance of $232.2 million (27%) and a weighted average
DSC of 1.61x for year-end 2005, up from 1.45x at issuance.  The
increase in DSC, since issuance, resulted primarily from an
increase in net cash flow of 10% or more for four of the top 10
loans.  Three other top 10 loans are on the master servicer's
watchlist and are discussed below. Standard & Poor's reviewed
property inspections provided by Midland for all of the assets
underlying the top 10 exposures, and all were characterized as
"good" or "excellent."

Midland reported a watchlist of 28 loans with an aggregate
outstanding balance of $143.4 million (17%). The largest loan on
the watchlist is the Crocker Richmond portfolio ($18.1 million,
2%) in Richmond, Virginia, which is also the fifth-largest loan in
the pool.  The loan is secured by three office buildings built in
1986 and renovated in 1989, totaling 233,034 sq. ft.  The loan was
placed on the watchlist due to low occupancy after the largest
tenant vacated.  Occupancy had increased to 93% as of Dec. 31,
2005; however, DSC remains low at 0.90x because the borrower had
to lower asking rents to increase occupancy.

The seventh-largest loan in the pool, Gateway Executive Park
($15.8 million, 2%), is secured by a 231,250-sq.-ft. office
building in Schaumburg, Illinois, built in 1972 and renovated in
2000.  The loan was placed on the watchlist due to low occupancy
and DSC.  As of June 30, 2006, occupancy was 81% and DSC was
0.78x.

The ninth-largest loan, HSBC Plaza ($15.8 million, 2%), is secured
by a 320,347-sq.-ft. office building in Rochester, N.Y. The loan
was placed on the watchlist because occupancy had declined to 70%
as of May 2005.  As of July 31, 2006, occupancy had increased to
90%, but DSC remains low at 0.45x.

Standard & Poor's stressed various loans in the transaction,
paying closer attention to the loans on the watchlist. The
resultant credit enhancement levels support the raised and
affirmed ratings.
   
                       Ratings Raised
   
                 J.P. Morgan Chase Commercial
                   Mortgage Securities Corp.

       Commercial mortgage pass-through certificates
                      series 2001-CIBC2

                   Rating
                   ------
      Class     To        From   Credit enhancement(%)
      -----     --        ----   --------------------
      D         AA+       AA            12.83
      E         A+        A-             9.44
      F         A-        BBB+           8.03
      G         BBB       BBB-           5.06
    
                       Ratings Affirmed
   
                 J.P. Morgan Chase Commercial
                   Mortgage Securities Corp.

       Commercial mortgage pass-through certificates
                      series 2001-CIBC2
   
   Class     Rating              Credit enhancement(%)
   -----     ------              ---------------------
   A-2       AAA                        23.57
   A-3       AAA                        23.57
   B         AAA                        19.05
   C         AAA                        14.53
   H         BB+                         4.22
   J         BB                          3.37
   K         B+                          1.96
   L         B-                          1.39
   M         CCC+                        0.83
   X-1       AAA                         N/A
   X-2       AAA                         N/A
   
                   N/A - Not applicable.


KB HOME: Planned Restatement Prompt Moody's Ratings Review
----------------------------------------------------------
Moody's Investors Service placed all of the ratings of KB Home
under review for possible downgrade, including its Ba1 corporate
family rating and senior notes rating and Ba2 senior subordinated
debt rating.

This action comes after the company's recent report that it would
have to restate its fiscal 2005 10-K and its 10-Q's for the first
two quarters of fiscal 2006.

This restatement, plus the late filing of the company's 10-Q for
its third fiscal quarter of 2006, will probably not be completed
before Dec. 31, 2006, assuming that the SEC does not require
additional periods to be restated.  Moody's has previously
commented that further postponement of the company's fiscal third
quarter 10-Q filing beyond Dec. 31, 2006 would prompt a review for
downgrade.

On Dec, 7, 2006, KB Home, in consultation with its Audit and
Compliance Committee and after discussion with its auditors, Ernst
& Young LLP, determined that the company's previously issued
financial statements and any related reports of its independent
registered public accounting firm for the fiscal years ended Nov.
30, 2003, 2004 and 2005, which are included in the company's
Annual Report on Form 10-K for the year ended Nov. 30, 2005, and
the interim financial statements included in the company's
Quarterly Reports on Form 10-Q for the quarters ended Feb. 28,
2006 and May 31, 2006, should no longer be relied upon and will be
restated.

The company stated in its original 2005 10-K that based on
management's evaluation under the Committee of Sponsoring
Organizations of the Treadway Commission framework and applicable
SEC rules, it concluded that internal controls over financial
reporting were effective as of November 30, 2005.  However, due to
the recent investigation surrounding option backdating, Moody's
believes that a material weakness existed pertaining to the
company's option granting practices.

Moody's expects this internal control weakness to be disclosed in
the restated 2005 10-K. We also believe that management and the
board will sufficiently address this weakness going forward.

The company has received consent from its senior note holders to
amend the indentures and to waive default until Feb. 23, 2007 for
failure to file its fiscal third quarter 2006 10-Q in a timely
fashion.  Formal approval from its banking group for the same
grace period occurred this week.

Moody's review will focus on KB Home's ability to build and
maintain liquidity in the face both of a weak housing environment
and the worst case scenario of having to fund substantial
repayment of its public senior and senior sub notes.  The review's
conclusion will also depend heavily on decisions made with regard
to any further required restatements.  An SEC decision to require
restatement for more periods than currently contemplated by the
company's action plan may cause the company to miss its Feb. 23,
2007 filing deadline.  This would either cause the company to have
to go back to its note holders and banks to seek additional
waivers or trigger defaults under the notes and bank credit
facility.

Founded in 1957 and headquartered in Los Angeles, California, KB
Home is one of America's largest homebuilders, with domestic
operating divisions in the following regions and states: West
Coast -- California; Southwest -- Arizona, Nevada and New Mexico;
Central -- Colorado, Illinois, Indiana and Texas; and Southeast --
Florida, Georgia, North Carolina and South Carolina.
Kaufman & Broad S.A., the company's 49%-owned subsidiary, is one
of the largest homebuilders in France.  KB Home's fiscal 2005
revenues and net income were $9.4 billion and $842 million,
respectively.


KYPHON INC: Moody's Rates New $675-Mil. Sr. Credit Facility at B1
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to the proposed
$675 million senior secured credit facility of Kyphon Inc.

The credit facility consists of a five year $300 million revolving
credit facility and a seven year $375 million Term Loan B
facility.

The company intends to use the proceeds from the term loan along
with cash on hand and borrowings under the revolving credit
facility to finance the purchase of St. Francis Medical
Technologies, Inc.  

Concurrently, Moody's assigned Kyphon a Corporate Family Rating of
B1 and a Speculative Grade Liquidity Rating of SGL-1.

The ratings outlook is stable.

On Dec. 4, 2006, Kyphon reported that it signed a definitive
agreement to acquire St. Francis, the manufacturer of the X STOP
(Reg.) Interspinous Process Decompression System, the first
FDA-approved interspinous process device for treating lumbar
spinal stenosis.  Under the terms of the agreement, Kyphon will
acquire 100% of the fully diluted equity of St. Francis for
$525 million in cash, and additional revenue-based contingent
payments of up to $200 million payable in 2008 in either cash or a
combination of cash and stock, at Kyphon's election.

Moody's believes that the biggest advantage of the acquisition
will be the sale of the X STOP (Reg.) system through Kyphon's
sales force.

Kyphon's B1 rating reflects the factors outlined in Moody's Global
Medical Products and Device Industry Rating Methodology.

Kyphon has scores in the B rating category for these rating
factors:

   -- diversity by customer sales segment;

   -- concentration by top customer segment, cash flow from
      operations to debt;

   -- free cash flow to debt; and,

   -- debt to book capitalization and debt to EBITDA.

While Moody's is concerned by the small size of the company and
the operational and financial risks involved with a debt financed
transforming acquisition, Moody's notes that the company's
operating margins, interest coverage and return on assets are
higher than other companies in the single B rating category.

The stable outlook incorporates Moody's belief that the core
business will continue to grow based on adoption by new spine
specialists and higher utilization by existing spine specialists
of both the X STOP (Reg.) system and Kyphon's KyphX (Reg.) balloon
kyphoplasty products.  Despite potential pricing pressure and
lower margins due to increased competition, Moody's assumes that
the company will continue to expand operating margins based on
higher sales productivity, cost synergies from integrating St.
Francis, and leveraging general and administrative expenses across
a larger combined company.

As a result, Moody's anticipates that Kyphon will generate
meaningful operating and free cash flow.

The assignment of the SGL-1 speculative grade liquidity rating
reflects very good liquidity as Moody's expects that internally
generated cash flow will be sufficient to fund working capital,
capital expenditures and debt service over the next twelve month
period ending Dec. 31, 2007.  This rating also considers the
significant amount of external committed funding the company is
anticipated to have upon closing of the proposed $300 million
revolving credit facility with Moody's estimate of approximately
$240 million in availability at closing.

Since Moody's anticipates that Kyphon will have a comfortable
cushion to remain in compliance with the financial covenants
inherent in the proposed credit facility, Kyphon should be able to
maintain access to this committed source of funding over the next
four quarters.

However, the SGL rating recognizes the absence of an alternate
source of liquidity, since all assets will be encumbered under the
credit agreement.

These ratings were assigned to Kyphon Inc.:

   -- $375 Million Term Loan B, B1, LGD3, 34%
   -- $300 million Revolving Credit Facility, B1, LGD3, 34%
   -- Corporate Family Rating, B1
   -- Probability of Default Rating, B2
   -- Family LGD assessment LGD-3, 35%

Kyphon develops and markets medical devices designed to restore
spinal function and diagnose low back pain using minimally
invasive technologies.  The company's products are used in balloon
kyphoplasty for the treatment of spinal fractures caused by
osteoporosis or cancer, and in the Functional Anaesthetic
Discography procedure for diagnosing low back pain due to
degenerative disc disease.  The company reported about
$295 million of revenues for the nine months ended
Sept. 30, 2006.

St. Francis is a privately held medical device company that
manufactures the X STOP (Reg.) Interspinous Process Decompression
IPD (Reg.) System, the first FDA-approved interspinous process
device for treating lumbar spinal stenosis.  The X-Stop device was
launched in the U.S. in early 2006, following FDA approval in
2005.  The X STOP (Reg.) technology is the company's initial
product line.


LA PETITE: Moody's Holds Rating on $130-Mil. of Sr. Loans' at B2
----------------------------------------------------------------
Moody's Investors Service affirmed the long-term debt ratings of
La Petite Academy, Inc. after the report of the acquisition of the
company's assets by A.B.C. Learning Centres Limited for
$330 million.  

The purchase agreement was signed on Dec. 13, 2006 and the
transaction is expected to be completed by March 31, 2007, subject
to regulatory approval by anti-trust authorities.  ABC will
finance the acquisition through a new credit facility.  The
transaction values the company at about ten times fiscal 2006
EBITDA.

The acquisition will be financed by debt and Moody's expectation
is that the existing facilities will be refinanced as part of the
transaction, at which point the ratings will be withdrawn.

These ratings are affected:

   -- The B2 rated Corporate Family Rating.

   -- The Ba2, LGD2, 21% $20 million senior secured first lien
      revolver due 2011;

   -- The Ba2, LGD2, 21% $110 million senior secured first lien
      term loan due 2012;

   -- The B3, LGD4, 69% $85 million senior secured second lien
      term loan due 2013;

The outlook for the ratings is stable.

A.B.C. Learning Centres Limited, based in Brisbane, Australia, is
the world's largest publicly traded provider of childcare services
and recently entered the US market through the acquisition of two
other US childcare companies: Learning Care Group Inc in January
2006 and Children's Courtyard in
August 2006.

La Petite Academy, Inc., based in Chicago, Illinois, is the second
largest, for-profit, preschool provider in the United States.  La
Petite offers educational, developmental and child care programs
that are available on a full-time or part-time basis for children
between six weeks and twelve years old.  The company's schools are
located in 36 states and the District of Columbia, primarily in
the southern, Atlantic coastal, mid-western and western regions of
the United States.  As of Sept. 30, 2006, the company operated 650
schools, including 591 residential academies, 30 employer-based
schools and 29 Montessori schools.  La Petite had revenue of
approximately $421 million for the fiscal year ended July 1, 2006.


LARRY BROWN: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Larry Thomas Brown
        4711 Ivy Ridge Drive
        Smyrna, GA 30080

Bankruptcy Case No.: 06-75740

Chapter 11 Petition Date: December 4, 2006

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Ian M. Falcone, Esq.
                  The Falcone Law Firm PC
                  363 Lawrence Street
                  Marietta, GA 30060
                  Tel: (770) 426-9359

Total Assets: $0 to $50,000

Total Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Countrywide Home Lending      Conventional Real         $337,600
450 American St Credit        Estate Mortgage
Reporting S
Simi Valley, CA 93065

Countrywide Home Lending      Conventional Real         $326,267
450 American St. Credit       Estate Mortgage
Reporting S
Simi Valley, CA 93065

Bank Of America               Home Equity Line           $88,253
4161 Piedmont Pkwy.           of Credit
Greensboro, NC 27410

Lexus Financial Service       Automobile                 $69,449
12735 Morris Road Ext. #
Alpharetta, GA 30004

Amex                          Credit Card                $68,147
P.O. Box 297871
Fort Lauderdale, FL 33329

Amex                          Credit Card                $59,630
P.O. Box 297871
Fort Lauderdale, FL 33329

Ford Motor Credit             Automobile                 $36,527
Corporation
P.O. Box Box 542000
Omaha, NE 68154

GMAC                          Auto Lease                 $35,210
P.O. Box 105677
Atlanta, GA 30348

American Honda                Automobile                 $28,170
P.O. Box 1027
Alpharetta, GA 30009

Maf Collection Service        Collection Gold               $277
134 S. Tampa St.              S Gym
Tampa, FL 33602

Verizon Fl.                   Other                          $91
P.O. Box 165018
Columbus, OH 43216

Verizon Florida Inc.          Other                          $91
P.O. Box 165018
Columbus, OH 43216

Verizon Fl.                   Other                      Unknown
P.O. Box 165018
Columbus, OH 43216


LBREP/L SUNCAL: Liquidity Pressures Cue S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on LBREP/L
SunCal Master I LLC on CreditWatch with negative implications.

The CreditWatch placements reflect near-term liquidity pressures
resulting from materially lower than expected sales of home sites
in the borrower's master-planned communities.  As a consequence of
the current housing downturn, homebuilders' appetite for land
purchases has been sharply curtailed, delaying the anticipated
sale of 2,254 of the borrower's lots (nearly 20% of the originally
entitled total).  In response to liquidity pressures, the
borrower's sponsors have contributed additional equity, and the
borrower is soliciting additional subordinated capital as well as
amendments to the liquidity covenant governing its $320 million
secured credit facility.

S&P expects to meet with the sponsors soon and will evaluate
whether the borrower's ultimate capitalization is sufficient to
support the current ratings, given our expectations for
challenging market conditions over the next 12 to 18 months.

LBREP/L SunCal Master I LLC is a single-purpose, finite-life
entity created to acquire, entitle, and develop four parcels of
land in Southern California, primarily for residential purposes.  
The borrower is a partnership between LBREP Lakeside SC Master I
LLC (LBREP) and SCC Ranch Ventures LLC.  LBREP is an affiliate of
Lehman Bros. Real Estate Private Equity Group. SCC is an affiliate
of unrated SunCal Cos. (SunCal). Irvine, California-based SunCal
is the largest private master-planned community developer in
California.  The credit facilities were originally obtained to
fund a large distribution to the sponsors, prefund development,
and repay existing debt.

            Ratings Placed On Creditwatch Negative
                                    

BREP/L SunCal Master I LLC    To                   From

  Issuer credit rating         B+/Watch Neg/--      B+/Stable/--
  First-lien credit facility   BB-/Watch Neg        BB-
    Recovery rating            1/Watch Neg          1
  Second-lien credit facility  B+/Watch Neg         B+
    Recovery rtg               2/Watch Neg          2


LODGENET ENT: Buys Ascent Entertainment for $380 Mil. from Liberty
------------------------------------------------------------------
LodgeNet Entertainment Corp. entered into a stock purchase
agreement with Liberty Satellite & Technology Inc. and Liberty
Satellite's parent company, Liberty Media Corp. to acquire 100% of
the capital stock of Ascent Entertainment Group Inc., a wholly
owned subsidiary of Liberty Satellite, for $380 million.

Ascent owns 100% of the capital stock of On Command Corp.  The
purchase price of the acquisition will be paid in cash and
2,050,000 shares of common stock of the company, subject to
adjustments.  The share consideration is valued at $47,867,500,
and the cash consideration will be $332,132,500.

LodgeNet, Liberty Satellite, and Liberty Media have made customary
representations, warranties, covenants, and indemnities in the
Purchase Agreement.  The completion of the Purchase Agreement is
subject to the satisfaction of customary closing conditions,
including approvals under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.  In addition, LodgeNet has agreed to pay
Liberty Satellite a termination fee of $5 million in certain
circumstances if required approvals under the HSR Act are not
received.

                      Stockholders Agreement

In connection with the Purchase Agreement, LodgeNet entered into a
stockholders agreement with Liberty Satellite and Liberty Media to
provide for certain transfer, voting ,and standstill restrictions
and registration rights on the shares of common stock of LodgeNet
to be issued to Liberty Satellite in connection with the
Acquisition.

                      Bank Commitment Letter

Also in connection with the Purchase Agreement, LodgeNet entered
into a bank commitment letter with Bear, Stearns & Co. Inc., Bear
Stearns Corporate Lending Inc., Credit Suisse, and Credit Suisse
Securities (USA) LLC.  The Commitment Letter provides for senior
secured credit facilities for an aggregate amount of up to
$475 million comprised of a revolving credit facility of up to
$50 million and one or more term loan facilities of up to an
aggregate of $425 million.

LodgeNet has further agreed to register the resale of the
company's common shares to be issued to Liberty Satellite.

Headquartered in Sioux Falls, South Dakota, LodgeNet Entertainment
Corporation (NASDAQ:LNET) -- http://www.lodgenet.com/-- provides  
cable, video-on-demand and video game entertainment services to
the lodging industry.  As of Sept. 30, 2006, the company provided
interactive and basic cable television services to approximately
6,100 hotel properties serving over one million rooms.

The company's balance sheet, at Sept. 30, 2006, showed
$268.9 million in total assets and $331.3 million in total
liabilities, resulting in a $62.4 million stockholders' deficit.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2006,
Moody's affirmed the 'B1' rating for both the Corporate Family
Rating and Probability of Default Rating of LodgeNet
Entertainment, the 'Ba1' rating for both the company's Senior
Secured Revolver and Senior Secured Term Loan, and the 'B2' rating
for the company's 9.5% Senior Sub Notes.  Moody's said the outlook
is positive.


LODGENET ENT: Command Corp. Agreement Cues S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
interactive-TV hotel entertainment provider LodgeNet Entertainment
Corp. to negative from stable, following the company's
announcement that it has entered into an agreement to acquire
competitor On Command Corp. for $380 million.

At the same time, S&P affirmed the 'B+' corporate credit rating on
the company.  LodgeNet expects to secure a $425 million term loan
to partially fund this transaction and to refinance its existing
term loan.  For the 12 months ended Sept. 30, 2006, LodgeNet had
$276 million in debt.

"The transaction would increase Sioux Falls, S.D.-based LodgeNet's
room base, create relationships with additional hotel customers,
eliminate a competitor, and provide an opportunity for cost
reductions," said Standard & Poor's credit analyst Tulip Lim.  
"However, LodgeNet would be increasing its size significantly with
this acquisition.  We are concerned about some integration risk
and the near- to intermediate-term weakening of LodgeNet's credit
profile as a result of the transaction."

The ratings reflect LodgeNet's exposure to the cyclical and
seasonal lodging industry, the expectation that the company's
substantial capital spending will continue to limit its
discretionary cash flow, and the limited size and long-term growth
potential of this market niche.  LodgeNet's operating results are
subject to the discretionary nature of traveler purchases and the
unpredictable quality of Hollywood movies, which generate a
majority of room revenue.  These risks are only partially offset
by the company's good market position, its solid margins, and the
relative stability provided by long-term noncancelable contracts.

S&P views the combination with On Command as conferring increased
revenue and efficiencies over the longer term, likely with less
pressure on client renewal terms.  However, integration will
involve some restructuring costs and IT investments.  S&P cannot
currently quantify cost synergies or restructuring costs.

Prior to the On Command announcement, the company also announced
that it will be acquiring the assets of high-speed Internet access
solutions company StayOnline Inc., which will increase LodgeNet's
base of rooms with high-speed service to 175,000 from 35,000.


LONNIE DUEKER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lonnie F. Dueker
        Patricia A. Dueker
        8920 Highway T
        Wappapello, MO 63966

Bankruptcy Case No.: 06-10665

Type of Business: The Debtor operates a hotel known as Miller's
                  Motor Lodge.
                  See http://www.millersmotorlodge.com/

Chapter 11 Petition Date: November 30, 2006

Court: Eastern District of Missouri (Cape Girardeau)

Judge: Barry S. Schermer

Debtor's Counsel: J. Patrick O'Loughlin, Esq.
                  O'Loughlin, O'Loughlin & Koett
                  1736 N. Kingshighway
                  Cape Girardeau, MO 63701
                  Tel: (573) 334-9104
                  Fax: (573) 334-5256

Total Assets: $1,307,305

Total Debts:  $607,340

The Debtor does not have unsecured creditors who are not insiders.


LSP BATESVILLE: S&P Holds B+ Rating on $326 Mil of Senior Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on LSP
Batesville Funding Corp.'s $150 million senior secured bonds due
2014 and $176 million senior secured bonds due 2025.  The outlook
is stable.

The rating action follows the announcement on Dec. 11, 2006 that a
wholly owned subsidiary of Complete Energy Holdings LLC signed a
definitive agreement to purchase the equity partners' majority
interests in the Batesville Electric Generating Facility.

The transaction is expected to be completed in January 2007,
subject to certain regulatory approvals.

"The announcement does not affect the ratings on the bonds as the
project level structure will remain unchanged, and we do not
regard the parent's credit risk to be a main rating driver," said
Standard & Poor's credit analyst Karim Nassif.

LSP Batesville's 100% owner is CEP Batesville Acquisition LLC (not
rated).  Owners of CEP Batesville have predominantly included
private equity funds as well as a minor shareholding owned by
Complete Energy Partners LLC.

The stable outlook on LSP Batesville reflects the predictability
of contracted revenues over the next seven years.


MIAD SYSTEMS: Inks $380,000 Loan Pact with M.L. Strategic Limited
-----------------------------------------------------------------
MIAD Systems Ltd., nka Melo Biotechnology Holdings Inc., has
entered into a loan agreement with M.L. Strategic Limited,
pursuant to which MIAD Systems will borrow $380,000 from MLSL.

The loan will be used by MIAD Systems for operating capital and
will be distributed by MLSL to the company in one lump sum within
21 days from Dec. 7, 2006, the "Effective Date".  The loan is an
unsecured, non-interest bearing loan.

Pursuant to the Agreement, MIAD Systems is obligated to pay back
the principal balance of the loan in a balloon payment, one year
from the Effective Date.

A full text-copy of the Loan Agreement may be viewed at no charge
at http://ResearchArchives.com/t/s?1721

Headquartered in Markham, Ontario, Melo Biotechnology Holdings
Inc. fka MIAD Systems Ltd. -- http://www.miad.com/-- supplies    
business computer systems and provides computer maintenance,
installation and networking services to major clients primarily
engaged in the corporate, institutional, municipal, utilities and
education fields.

M.L. Strategic Limited is a British Virgin Islands corporation and
is the owner of a majority of the issued and outstanding shares of
the common stock of Melo Biotechnology.

As reported in the Troubled Company Reporter on Sept. 21, 2006,
Miad Systems Ltd.'s interim balance sheet, as of June 30, 2006,
showed total assets of CDN$1,886,059 and total liabilities of
CDN$2,306,443, resulting in a total stockholders' deficit of
CDN$420,384.


MIDLAND COGENERATION: S&P Withdraws B Rating on $200-Mil. Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' subordinated
debt rating on Midland Cogeneration Funding Corp. II's (aka
Midland Cogeneration Venture L.P.) $200 million tax-exempt
subordinated pollution control bonds issued by the Economic
Development Corporation of the County of Midland (Michigan).

Standard & Poor's is discontinuing surveillance on the bonds at
the request of MCV and based on the expectation that future
information will not be obtainable from public sources.

MCV recently discontinued its practice of publicly filing
financial information with the SEC.  Before the rating withdrawal,
the rating on MCV's bonds were on CreditWatch with negative
implications.

"We expect that a number of credit concerns will persist into 2007
and beyond," said Standard & Poor's credit analyst Michael Messer.

"The rating had been on CreditWatch with negative implications to
reflect uncertainty regarding MCV's economics after 2007, when
many gas hedges expire and the project's offtaker, Consumers
Energy Co. (BB/Stable/--), can invoke regulatory provisions under
the purchased-power agreement that will reduce cash flow," said
Mr. Messer.

Standard & Poor's anticipates that MCV's financial position will
be materially weakened unless exposure to regulatory risk and
escalating fuel costs are effectively addressed in 2007.


MIDLAND COGENERATION: Fitch Withdraws Junk Rated Secured Bonds
--------------------------------------------------------------
Fitch Ratings withdraws the 'CCC+' rating of Midland Cogeneration
Venture LP's tax-exempt secured lease obligation bonds due 2009.

Midland Cogeneration Venture operates one of the largest
cogeneration power plants in the US.  With a generating capacity
up to 1,500 MW, the company is responsible for about 10% of the
electricity used in Michigan's lower peninsula.  Midland
Cogeneration Venture is jointly owned by CMS Energy (49%), El Paso
Corporation (44%), and Dow Chemical (7%).


MIDDLE MICHIGAN: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Middle Michigan Properties, LLC
        23251 Cheltenham Lane
        Dearborn Heights, MI 48127

Bankruptcy Case No.: 06-58533

Chapter 11 Petition Date: December 13, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Richard F. Fellrath, Esq.
                  Melissa L.M. Fellrath, Esq.
                  4056 Middlebury Drive
                  Troy, MI 48085
                  Tel: (248) 519-5064
                  Fax: (248) 519-5065

Total Assets:   $749,400

Total Debts:  $2,943,000

Debtor's Largest Unsecured Creditor:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
La Salle Bank, Midwest N.A.        Bank Loan           $2,943,000
fka Standard Federal Bank, N.A.                          Secured:
2600 West Big Beaver Road                                $749,400
Troy, MI 48084                                         Unsecured:
c/o Ari M. Charlip                                     $2,193,600
40900 Woodward Avenue, Suite 250
Bloomfield Hills, MI 48304


MOTHERS WORK: S&P Lifts Corporate Credit Rating to B from B-
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Philadelphia-based Mothers Work Inc., including the corporate
credit rating, to 'B' from 'B-'.  The outlook is positive.

Mothers Work, a specialty maternity apparel retailer, had funded
debt of about $115 million as of Sept 30, 2006.

"The upgrade reflects a recovery in operating performance in the
past few quarters as well as an improvement in credit protection
measures due to higher earnings and debt reduction," said Standard
& Poor's credit analyst Ana Lai.  Total debt to EBITDA declined to
about 5.2x for the fiscal year ended Sept. 30, 2006, from over 7x
in fiscal 2005.  With the just-completed redemption of $25 million
of senior notes, total debt to EBITDA is currently less than 5x.  
In addition, EBITDA interest coverage improved to about 2x for the
fiscal year ended Sept. 30, 2006, from about 1.5x in fiscal 2005.

"We also expect the positive operating momentum to continue into
2007 due to reduced competitive pressure, good execution of its
merchandising strategy, and contributions from the company's
agreements with Kohl's and Sears," said Ms. Lai.

The speculative-grade ratings on Mothers Work reflect the high
business risk associated with the company's participation in the
narrowly defined and intensely competitive maternity segment of
the apparel retailing industry, a history of inconsistent
operating results, and a leveraged capital structure.

Following negative sales trends in fiscal 2004 and 2005, Mothers
Work's recent operating results have recovered as competitive
pressure from discounters and other specialty retailers has eased
and consumers' response to its merchandising mix has improved.  
Mothers Work reported comparable-store sales growth of 6.5% in the
fourth quarter and 4.3% in the fiscal year ended Sept. 30, 2006.  
The growth in sales contributed to an increase in adjusted EBITDA
to $51.7 million, from about $34 million a year earlier.  
Operating margins expanded to about 17% of sales, from about 15%
in the year-earlier period, due to lower markdowns.


NAVISTAR INT'L: Reports Increased Truck Shipments in Fiscal 2006
----------------------------------------------------------------
Navistar International Corp. reported substantially increased
truck shipments and relatively flat engine shipments for its
fiscal year ended Oct. 31, 2006.

Worldwide shipments of school buses, Class 6-7 medium trucks and
Class 8 heavy trucks totaled 147,400 units, up 14% from the
129,600 units shipped in fiscal 2005.  In addition, a total of
11,000 Class 4-5, small bus and stripped chassis for the motor
home and step-van markets were shipped.  The company did not
participate in this market in 2005.

Navistar's engine subsidiaries shipped a total of 519,700 engines,
down slightly from fiscal 2005 volume of 522,600 engines.
Shipments of diesel engines to Ford Motor Company were down by
nearly 40,000 units.

"With our fourth quarter improvements in market share in our core
businesses, the performance of our other business units and the
cash balances that we achieved, we have many reasons to be proud,"
Navistar chairman, president, and chief executive officer Daniel
C. Ustian said.

"We are focused on delivering on our commitments by aggressively
implementing a plan based on three strategic initiatives: creating
great products, achieving a competitive cost structure, and
delivering profitable growth," Mr. Ustian added.

Mr. Ustian noted that the company's fourth quarter combined market
share was the highest for the company in the past five years.

"As we move forward, we remain committed to strengthening our core
products by focusing on quality, investing in products that give
us a sustainable competitive advantage and by getting the
necessary volume to benefit from increased sales," Mr. Ustian
said.

Navistar's preliminary year-end unaudited manufacturing cash and
marketable securities as of Oct. 31, 2006, was approximately
$1.2 billion, as anticipated.

Mr. Ustian said that the company has received more than 2,000
orders for the new International ProStar(TM) Class 8 heavy truck
that is scheduled to go into initial production in January.  The
ProStar(TM) offers best in class fuel economy, lowest cost of
ownership and unprecedented uptime.

"There are so many exciting things happening at our company and we
are continuing to move forward despite the distraction of the
restatement process," Mr. Ustian said.

Concerning the restatement process, Bill Caton, executive vice
president and chief financial officer, said, "We are committed to
accurate financial statements and we will continue to devote the
necessary time and resources to achieve that goal."

Mr. Caton said those resources have included the hiring of more
than 50 new employees in the accounting area and the continued use
of Huron Consulting Group as consultants to the company's
accounting management.

"We have made significant progress on completing the restatement
of our financial statements while at the same time strengthening
accounting processes throughout the company," Mr. Caton said.

"The efforts to address our accounting issues and our commitment
to accuracy will extend the completion of our 2005 financial
statements beyond Feb. 1, 2007, which will then be followed by the
completion of our 2006 financial statements," Mr. Caton said.

The company does not plan to comment on its 2006 results until its
financial statements are completed.

                          NYSE Delisting

The company has continued to update the New York Stock Exchange on
its progress in completing its financial statements and has been
advised by the exchange that it expects to suspend trading in
Navistar's stock by Dec. 20, 2006, and begin procedures to delist
the company from the exchange.

The company plans to contest those actions.

The company has advised the NYSE that it anticipates being quoted
on the Pink Sheet Electronic Quotation Service following the
suspension.

                              Waiver

Mr. Caton noted that the company's relationship banks have again
expressed their support by granting a waiver that extends the
financial statement-filing requirement in Navistar Financial
Corp.'s $1.2 billion revolving credit agreement to Oct. 31, 2007.
NFC continues to access this revolver and the parent operating
company has its $1.5 billion loan facility in place until it
matures in March 2009.

Mr. Caton also said that the company anticipates refinancing this
facility before maturity to obtain lower borrowing costs.
Additionally, the company intends to pay down $200 million of its
$1.5 billion loan facility by the end of calendar 2006.

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE:NAV) -- http://www.nav-international.com/-- is the parent   
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  The company also provides
truck and diesel engine parts and service sold under the
International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Standard & Poor's Ratings Services reported that its 'BB-'
corporate credit ratings on Navistar International Corp., and
Navistar's subsidiary, Navistar Financial Corp., remain on
CreditWatch with negative implications where they were placed on
Jan. 17, 2006.


NAVISTAR INT'L: CFO William Caton Replaces Robert Lannert as Dir.
-----------------------------------------------------------------
Navistar International Corp.'s vice chairman and a Class I
director, Robert C. Lannert, notified the company on Dec. 11,
2006, that his resignation from the Board of Directors became
effective on Dec. 8, 2006.

William A. Caton, the company's executive vice president and chief
financial officer, was elected as a Class I director of the
company to fill the vacancy created by Mr. Lannert's resignation.

                         Incentive Awards

The Board's Compensation Committee approved on Dec. 11, 2006,
cash-based long-term incentive awards under the Navistar
International Corporation 2004 Performance Incentive Plan for
certain employees, including its principal executive officer,
principal financial officer, and other named executive officers.

These cash-based long-term incentive awards are in lieu of the
company's fiscal year 2007 annual grant of stock options to those
individuals and are only applicable for fiscal year 2007.

This fiscal year 2007 incentive award is in addition to, and
separate from, the company's Annual Incentive Awards for fiscal
year 2007.  

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corp.
(NYSE: NAV) -- http://www.nav-international.com/-- is the parent   
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  The company also provides
truck and diesel engine parts and service sold under the
International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Standard & Poor's Ratings Services reported that its 'BB-'
corporate credit ratings on Navistar International Corp., and
Navistar's subsidiary, Navistar Financial Corp., remain on
CreditWatch with negative implications where they were placed on
Jan. 17, 2006.


NEENAH FOUNDRY: Moody's Holds Corporate Family Rating at B2
-----------------------------------------------------------
Moody's affirmed the Corporate Family rating of Neenah Foundry
Company at B2, and its Probability of Default rating at B2.

Moody's also assigned a B2 rating to the company's new senior
secured notes.

The notes, together with a new senior secured revolving credit
facility, and $75 million of privately placed subordinated notes,
will be used to repay all of Neenah's existing debt.  The company
is tendering for its guaranteed second-lien senior secured notes
and will be calling its senior subordinated notes at par.  The
tender includes a consent solicitation to delete substantially all
of the restrictive covenants and certain event of defaults
provisions in the existing second-lien senior secured notes.
Reflecting a completion of the tender and stripping of covenants,
the ratings on the existing senior secured notes are lowered to B3
for any amounts that remain outstanding.

The ratings reflect the company's credit metrics in a cyclical
industry.  While Neenah has significantly improved its operating
performance after reorganizing in October 2003, the proposed
refinancing will slightly increase leverage.

In addition the company will be facing operating pressures in 2007
from lower production in its commercial vehicle segment due to new
emission control regulations which could adversely affect demand
for heavy trucks.

The rating outlook remains stable and anticipates that Neenah's
credit metrics will likely remain in the B2 range in the near
term.  Any incremental liquidity afforded by the proposed
refinancing, combined with the company's diverse end markets, are
expected to partially offset the adverse impact of expected
production declines in the commercial vehicle market.

Rating action:

   -- $225 million of senior secured notes, due 2017, to be
      initially issued under Rule 144A with registration rights,
      B2, LGD3, 46%.

The rating of this instrument benefits from the inclusion of
$75 million of subordinated notes in Neenah's capital structure.
Moody's stated that the 2013 maturity date of the subordinated
notes is well in advance of the maturity date of the senior
secured notes.  Under Moody's LGD methodology, any future
permanent reduction of the subordinated notes in the capital
structure could adversely impact the rating of the senior secured
notes.

Affirmed:

   -- B2 Corporate Family Rating;
   -- B2 Probability of Default Rating;

The Outlook is Stable.

Downgraded:

   -- $133.1 million of guaranteed second-lien senior secured
      notes due 2010, to B3, LGD5, 73% from B2, LGD3, 46%.

These notes are subject to a tender and consent offer.  The B3
rating applies to any stub portion of the issue remaining
outstanding after the tender offer that will be stripped of
protective covenants.  If the substantial majority of this issue
is tendered and extinguished, Moody's will withdraw the rating.

This rating is affirmed with the LGD assessment changed.  The
rating will be withdrawn upon completion of the call:

   -- Caa1, LGD 6, 91% for the $100 million of unsecured senior
subordinated notes due 2013

Neenah's existing first-lien guaranteed senior secured credit
agreement for up to $92 million is not rated by Moody's.

The last rating action was Nov. 14, 2005 when ratings were
affirmed.

The ratings reflect Neenah's high leverage and relatively strong
operating performance stemming from favorable trends in company's
end markets.  Higher sales experienced since 2003 reflect
favorable demand in the heavy duty truck, and municipal markets,
and the recovery of steel scrap costs.  As a result of improved
sales, the company has experienced higher utilization rates which
have translated into improved margins.  Neenah's customer and
sector concentrations have shifted away from the automotive
segment since its emergence from Chapter 11 in 2003.  While
Neenah's credit metrics have improved, the ratings also reflect
the company's cyclical markets, and continued moderate interest
coverage.  

Neenah's credit metrics for the last twelve months ending Sept.
30, 2006:

   -- total debt/EBITDA, 3.7x
   -- EBIT/Interest, 1.6x.

Neenah's free cash flow for the corresponding period was
approximately $9 million.

Future events that could put pressure on Neenah's outlook and/or
ratings lower include a competitive pricing environment which
results in lower operating performance, the inability to pass
through raw material costs, loss of market share or a significant
customer, or significant deterioration in demand in the company's
end markets.  Consideration for a lower outlook or rating could
arise if leverage were to increase by an additional turn and
EBIT/Interest coverage deteriorates consistently below 1.5x.

Future events that could improve Neenah's outlook and/or ratings
would be generated from a consistent operating environment in
which the company can maintain high levels of capacity
utilization, or increase and further diversify its customer base.
Consideration for an improved outlook or higher ratings could
arise if EBIT/Interest coverage is maintained consistently over
2.0x.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty truck and HVAC
markets.  Annual revenues in fiscal 2006 were
$542 million.


NEW CASTLE: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: New Castle Investors, LLC
             1400 South Patriot Drive
             Yorktown, IN 47396

Bankruptcy Case No.: 06-08228

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Evansville Investors, LLC                  06-08229
      Wabash Investors, LLC                      06-08230

Chapter 11 Petition Date: December 15, 2006

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtors' Counsel: Edward B. Hopper, II, Esq.
                  Stewart & Irwin PC
                  251 East Ohio Street, Suite 1100
                  Indianapolis, IN 46204
                  Tel: (317) 639-5454
                  Fax: (317) 632-1319

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
New Castle Investors, LLC    Less than $10,000  $1 Million to
                                                $100 Million

Evansville Investors, LLC    Less than $10,000  $1 Million to
                                                $100 Million

Wabash Investors, LLC        Less than $10,000  $1 Million to
                                                $100 Million

A. New Castle Investors, LLC's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Nationwide Health Properties  Balance on purchase     $3,901,282
Inc.                          of lease
Brent P. Chappell
610 Newport Center Drive
Suite 1150
Newport Beach, CA 92660

MLD Properties Limited        Balance on purchase        Unknown
Partnership                   of lease
Brent P. Chappell
610 Newport Center Drive
Suite 1150
Newport Beach, CA 92660

Old National Bank             Balance of purchase        Unknown
Letter of Credit Operations   price on lease
402 Main Street
Mount Vernon, IN 47620


B. Evansville Investors, LLC's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Nationwide Health Properties  Balance of purchase     $3,039,960
Inc.                          price for lease
Brent P. Chappell
610 Newport Center Drive
Suite 1150
Newport Beach, CA 92660

MLD Properties Limited        Balance of purchase        Unknown
Partnership                   price of lease
Brent P. Chappell
610 Newport Center Drive
Suite 1150
Newport Beach, CA 92660

Old National Bank             Balance of purchase        Unknown
Letter of Credit Operations   price of lease
402 Main Street
Mount Vernon, IN 47620


C. Wabash Investors, LLC's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Nationwide Health Properties  Balance of purchase     $2,558,633
Inc.                          price for lease
Brent P. Chappell
610 Newport Center Drive
Suite 1150
Newport Beach, CA 92660

MLD Properties Limited        Balance of purchase        Unknown
Partnership                   price of lease
Brent P. Chappell
610 Newport Center Drive
Suite 1150
Newport Beach, CA 92660

Old National Bank             Balance due on             Unknown
Letter of Credit Operations   leased property
402 Main Street
Mount Vernon, IN 47620


NEW WORLD: October 3 Balance Sheet Upside Down by $138 Million
--------------------------------------------------------------
New World Restaurant Group, Inc. filed its third quarter financial
statements for the three-month period ended Oct. 3, 2006.

At Oct. 3, 2006, the company's balance sheet showed $130,170,000
in total assets, $268,530,000 in total liabilities, and
$138,360,000 in stockholders' deficit, compared with $130,924,000
in total assets, $257,135,000 in total liabilities, and
$126,211,000 in stockholders' deficit at Jan. 3, 2006.

The company's October 3 balance sheet also showed strained
liquidity with $22,046,000 in total current assets available to
pay $35,687,000 in total current liabilities.

The company earned $752,000 net income on $95,752,000 of total
revenues for the quarterly period ended Oct. 3, 2006, compared to
a net loss of $4,814,000 on $94,782,000 of total revenues at for
the third quarter period ended Sept. 27, 2005.

Full-text copies of the company's financial statements for the
quarterly period ended Oct. 3, 2006, is available for free at:

              http://researcharchives.com/t/s?1742

                   About New World Restaurant

Based in Golden, Colorado, New World Restaurant Group --
http://www.nwrgi.com/-- is an operator of bagel bakeries in the  
quick casual segment of the restaurant industry.  The company
produces fresh-baked goods, made-to-order sandwiches, crisp salads
and gourmet coffee.  The company owns five independent brands
including Einstein Bros., Noah's New York Bagels, Manhattan Bagel,
Chesapeake Bagel Bakery and New World Coffee.  The brands sport
their own identity, and work independently in niches nationwide.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2006,
Moody's Investors Service confirmed its B2 Corporate Family
Rating for New World Restaurant Group, in connection with the
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the Restaurant sector.


NEWCOMM WIRELESS: Has Until December 22 to File Schedules
---------------------------------------------------------
NewComm Wireless Services, Inc., has until Friday, Dec. 22, 2006,
to file its schedules of assets and liabilities with the U.S.
Bankruptcy Court for the District of Puerto Rico.

The Debtor says it needs the extension given the size and
complexity of its business.  Newcomm Wireless has about two
thousand creditors and parties-in-interest.  

Newcomm adds that since the filing of its bankruptcy case, most of
its time is devoted in preparing for and negotiating an asset
purchase agreement.  Furthermore more, the Debtor says it hasn't
received and entered some invoices into its financial systems.  

The Debtor believes that the extension until Friday would give it
ample time to accurately collate and prepare the schedules and
statements.

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 $100 million.


NEWPAGE CORPORATION: Moody's Lifts Corporate Credit Rating to B1
----------------------------------------------------------------
Moody's Investors Service upgraded NewPage Corporation's long term
debt ratings by one notch on expectations that debt will decline
early in the new year with the application of cash sweep payments.

Upgrades:

   -- The company's corporate family rating was upgraded to B1
      from B2;

   -- NewPage's senior secured term loan was upgraded to Ba2 from
      Ba3;

   -- its second lien notes upgraded to B2 from B3; and,

   -- its senior subordinated notes upgraded to B3 from Caa1.

The rating action concludes a review initiated on July 11th in
response to the company's report that it had launched an offering
of common shares and a refinance of its senior secured term loan.  

While neither of these initiatives was completed, with the
application of approximately $240 million of asset sale proceeds
plus the "sweep" of excess cash flow from operations, Moody's
expects book debt to decrease by approximately $330 million when
compared to what was outstanding when the IPO/refinance
transaction was announced.  In aggregate, NewPage will have
reduced its debt load by some 25% since the company was formed in
the spring of 2005, and will have achieved the debt reduction that
was contemplated when the IPO was being was considered.

This supports the ratings upgrade and the stable outlook.

Moody's review also included an assessment of liquidity.  With its
revolving credit facility being substantially un-drawn, and with
good prospects for reasonable cash generation over the next four
quarters, NewPage's speculative grade liquidity rating was
affirmed at SGL-2, indicating good liquidity.

Moody's July report also assigned ratings on the company's then
contemplated replacement term loan.  With neither the IPO nor the
refinance having been completed, rating on the previously
contemplated replacement term loan was withdrawn.

Upgrades:

   * NewPage Corporation

      -- Corporate Family Rating, Upgraded to B1 from B2

      -- Senior Secured Term Loan, Upgraded to Ba2 LGD2 25% from
         Ba3 LGD2 29%

      -- Second Lien Notes, Upgraded to B2 LGD5 73% from B3 LGD5
         73%

      -- Senior Subordinated Notes, Upgraded to B3 LGD6 94% from
         Caa1 LGD6 94%

Outlook Actions:

   * NewPage Corporation

      -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   * Issuer: NewPage Corporation

      -- Senior Secured Bank Credit Facility, Withdrawn,
         previously rated Ba3

Headquartered in Dayton, Ohio, NewPage is a privately held
integrated producer of coated publication papers.  Moody's
estimates that New Page has an 18% share of the North American
market for coated papers.


CASCADES INC: Norampac Acquisition Cues DBRS to Lower Ratings
-------------------------------------------------------------
Dominion Bond Rating Service downgraded the Senior Unsecured
Debt rating of Cascades Inc. to BB (high) from BBB (low).  The
trend is now Stable.  The rating action follows a full review of
Cascades' acquisition of the outstanding 50% interest in Norampac
Inc., which was reported on Dec. 5, 2006, and is expected to close
by the end of 2006.  This rating action removes the Company from
Under Review with Negative Implications where it was placed on
Dec. 5, 2006.

DBRS determined that the impact of increased acquisition-related
leverage, in addition to the uncertainty regarding a measurable
improvement in currently challenging industry conditions, more
than offset the positive attributes of the transaction.  Cascades'
credit metrics were considered aggressive for an investment-grade
rating prior to the acquisition, and have further weakened with
the increase in debt. In addition, challenging industry
conditions, including high input costs, relatively soft demand,
and relative strength in the Canadian dollar, are expected to
persist.  As a result, Cascades' credit profile is no longer
considered adequate for an investment-grade rating.

On a pro forma basis, debt-to-capital increases to 59% and cash
flow-to-debt modestly declines to 0.13, which includes 50% of
Norampac's outstanding debt and $310 million in debt financing.  
The impact on Cascades' financial profile is relatively modest,
particularly given the Company's decision to increase the equity-
funded share of the $560 million transaction to $250 million.  
However, an improvement in Cascades' credit metrics to levels
considered more appropriate for an investment-grade rating is
unlikely over the near term.

The acquisition of the remaining 50% equity interest in Norampac
has strengthened Cascades' business profile. Positive attributes
of the transaction include an increased presence in the packaging
sector, which has historically generated relatively stable
earnings at Norampac, and a more balanced mix of revenue.  The
Company will now have access to Norampac's cash flow, which will
help to reduce the Company's debt load.  In addition, packaging
industry capacity curtailments have been implemented and are
expected to support price increases.  Cascades is expected to
generate modest earnings growth over the near to medium term
despite industry challenges, which largely underpins the Stable
trend.


NORTEL NETWORKS: Amends $750 Million Master Facility Agreement
--------------------------------------------------------------
Nortel Networks Corporation's principal operating subsidiary,
Nortel Networks Limited, has amended its master facility agreement
with Export Development Canada.  The amendment extends the
maturity date of the Facility for an additional year to Dec. 31,
2008.

The total Facility is maintained at $750 million, including the
existing $300 million of committed support for performance bonds
and similar instruments.

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corp (NYSE/TSX:
NT) -- http://www.nortel.com/-- delivers technology solutions  
encompassing end-to-end broadband, Voice over IP, multimedia
services and applications, and wireless broadband designed to help
people solve the world's greatest challenges.  Nortel does
business in more than 150 countries including Mexico in Latin
America.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2006,
Moody's Investors Service upgraded its B3 Corporate Family Rating
for Nortel Networks Corp. to B2.


NORTH STREET: Fitch Holds Rating on $49-Mil. Income Notes at BB+
----------------------------------------------------------------
Fitch affirmed six classes of notes issued by North Street
Referenced Linked Notes, 2002-4 Ltd.

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

-- $353,000,000 class A notes at 'AAA';
-- $40,000,000 class B notes at 'AA';
-- $46,000,000 class C notes at 'A';
-- $61,000,000 class D notes at 'BBB+';
-- $25,000,000 class E notes at 'BBB'; and,
-- $49,000,000 income notes at 'BB+'.

North Street 2002-4 is a partially funded synthetic collateralized
debt obligation that closed March 15, 2002 and was created to
enter into a credit default swap with UBS Investment Bank.  North
Street 2002-4 has a reference portfolio composed of corporate debt
obligations, residential mortgage backed securities, commercial
mortgage backed securities and asset backed securities.

Fitch's affirmation of the ratings is a result of the stable
credit quality of the reference portfolio, with the weighted
average rating factor of 10 both as of the most recent trustee
report dated Oct. 31, 2006 and at the time of Fitch's last review.  
Assets rated at or below 'BBB' represented 34.51% as of the most
recent trustee report available and 35.3% at the time of Fitch's
last review, below the allowed maximum of 50%.  The referenced
portfolio has experienced no credit events to date.

The ratings of the class A, B, C and D notes address the credit
quality of the reference pool and the likelihood of the applicable
class of notes having to make credit protection payments under the
credit default swap.  The rating of the class E notes addresses
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.  
The rating of the income notes addresses the likelihood that
investors will receive ultimate payments of interest, at the rated
coupon of 7.5%, as well as the stated balance of principal by the
legal final maturity date.

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


OASIS HEATING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Oasis Heating & Air Conditioning, Inc.
        74 Ames Street
        Brockton, MA 02302
        Tel: (508) 588-1308

Bankruptcy Case No.: 06-14736

Type of Business: The Debtor designs, installs, fabricates and
                  services all of Eastern Massachusetts' heating
                  and air conditioning needs.

Chapter 11 Petition Date: December 13, 2006

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Leonard Ullian, Esq.
                  Law Offices of Ullian & Associates, Inc.
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Fax: (781) 848-0819

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


OMNOVA SOLUTIONS: Fitch Issuer Default Rating at B+
---------------------------------------------------
Fitch Ratings affirmed these credit ratings for OMNOVA Solutions
Inc.:

   -- Issuer default rating at 'B+';
   -- Senior secured credit facility at 'BB+, recovery rating 1'
   -- Senior secured notes at 'B+/RR4'.

The Rating Outlook is Stable.

These rating actions affect $165 million in public securities and
the company's $72 million senior secured credit facility.

OMNOVA's credit ratings are supported by its small company size,
relatively high debt level, and weak, though improving, operating
performance.   

The company's size has declined and its product portfolio has
become more limited upon the divestiture of its roofing business
in late September 2006 for approximately $40 million cash.  The
opportunistic sale monetized a small contributor to sales and
operating income while removing warranty liabilities from the
balance sheet.  

However, Fitch notes that resulting lower revenue and earnings
levels make OMNOVA more susceptible to default risk when business
conditions weaken.  Total debt-to-operating EBITDA remains high at
3.6x with $165 million 11.25% notes representing the majority of
the outstanding debt.  These notes may be refinanced in 2007 after
its call date at June 1 as the company tries to reduce future
interest expense.  The remaining portfolio has shown mixed results
in 2006 so far.  The Decorative Products segment began to
contribute profit, although at very low levels, while the
Performance Chemicals segment exhibited weaker margin and lower
profit on lower volumes.  Despite weaker profitability,
Performance Chemicals continues to be the company's largest
contributor to earnings.  That OMNOVA's stronger segment is
presenting some weakness is a near-term concern.

The Stable Rating Outlook reflects Fitch's view that operating
performance and credit measures are expected to change modestly
from current levels near term.  Fitch expects Performance
Chemicals to stabilize or possibly weaken if carpet demand remains
weak and raw material prices soften with energy prices near term.

Fitch also expects Decorative Products to weaken slightly if
office vacancy rates increase in 2007 and a weaker U.S. economy
stems refurbishment activity, resulting in slower wallcovering and
laminate demand.

OMNOVA Solutions Inc. is a specialty chemical producer based in
Fairlawn, Ohio.  The company has leading positions in
styrene-butadiene latex production, vinyl wallcovering, coated
fabrics and decorative laminates.  For the last 12 months ended
Aug. 31, 2006, the company had operating EBITDA of $50.1 million
on sales of $812.2 million unadjusted for the recent divestiture.


PABLO DERBOGHOSSIAN: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pablo E. DerBoghossian
        Ana L. DerBoghossian
        7968 Megan Hammock Way
        Sarasota, FL 34240

Bankruptcy Case No.: 06-06807

Chapter 11 Petition Date: November 30, 2006

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Melody D. Genson, Esq.
                  Melody D. Genson, PA
                  3665 Bee Ridge Road, Suite 316
                  Sarasota, FL 34233
                  Tel: (941) 927-6377

Total Assets: $1 Million to $100 Million

Total Debts:  $1 Million to $100 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Morequity                     Mortgage                  $500,000
P.O. Box 3788                                           Value of
Evansville IN 47736                                  Collateral:
                                                        $485,000
                                                  Net Unsecured:
                                                         $15,000

Citi Advantage                Credit Card Debt           $46,475
P.O. Box 6417
The Lakes NV 88901

Capital One Bank Visa         Credit Card Debt           $19,505
P.O. Box 650007
Dallas TX 75265

Bank of America               Credit Card Debt           $14,408
P.O. Box 15726
Wilmington DE 19886

United Mileage Plus           Credit Card Debt           $11,188
P.O. Box 15153
Wilmington DE 19886

APTA Bank of America          Credit Card Debt            $9,374
P.O. Box 15726
Wilmington DE 19886


PAK-A-SAK FOOD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pak-A-Sak Food Stores, Inc.
        dba Piggly Wiggly
        4930 Arendell Street
        P.O. Box 1137
        Morehead City, NC 28557

Bankruptcy Case No.: 06-04078

Type of Business: The Debtor is a retailer and operates
                  grocery and food stores.
                  See http://www.cconnect.net/pakasak/

                  The Debtor filed for chapter 11 protection on
                  January 22, 2004 (Bankr. E.D. N.C. Case No. 04-
                  00590).

Chapter 11 Petition Date: December 13, 2006

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: George M. Oliver, Esq.
                  Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Box 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Total Assets: $5,009,974

Total Debts:  $4,781,970

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Institutional Food House         2004 Class VII -         $44,907
P.O. Box 1368                    Unsecured Creditor
Hickory, NC 28603

Minges Bottling Group            2004 Class VII -         $41,734
P.O. Box 520                     Unsecured Creditor
Ayden, NC 28513

Piedmont Partnership             2004 Class VII -         $27,262
P.O. box 31487
Charlotte, NC 28231

Internal Revenue Service         Payroll Taxes            $24,328
Insolvency I
320 Federal Place
Greensboro, NC 27402

Frito Lay                        2004 Class VII -         $19,901
P.O. Box 643104                  Unsecured Creditor
Pittsburgh, PA 15264

Coastal Dist. Group              2004 Class VII -         $13,696
                                 Unsecured Creditor

Interstate Brands Corp.          2004 Class VII -         $11,910
                                 Unsecured Creditor

Star Foods                       2004 Class VII -          $9,822
                                 Unsecured Creditor

Sysco of Hampton                 2004 Class VII -          $9,329
                                 Unsecured Creditor

Connecticut Indemnity Co.        2004 Class VII -          $8,800
                                 Unsecured Creditor

Kraft Pizz/Nabisco                                         $8,742

Keebler/B&H                      2004 Class VII -          $6,385
                                 Unsecured Creditor

Stevens Sausage                  2004 Class VII -          $6,150
                                 Unsecured Creditor

Anderson News Company            2004 Class VII -          $5,216
                                 Unsecured Creditor

Craven Co. Tax Collector                                   $4,743

Lance, Inc.                      2004 Class VII -          $4,539
                                 Unsecured Creditor

Murray Bisquit Co.               2004 Class VII -          $3,899
                                 Unsecured Creditor

Tom's Foods                      2004 Class VII -          $3,893
                                 Unsecured Creditor

City of New Bern                                           $3,654

Kraft Pizza/Tombstone            2004 Class VII -          $3,506
                                 Unsecured Creditor


PALMDALE HILLS: S&P Lowers and Places Ratings on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Palmdale
Hills Property LLC.  Concurrently, the ratings were placed on
CreditWatch with negative implications.

The rating actions reflect performance that has materially
deviated from the borrower's original expectations.  Construction
delays have forestalled lot sales and pressured covenants
governing the borrower's first- and second-lien bank loans.

The downgrades and CreditWatch placements also reflect rising
construction costs and materially weaker demand for finished home
sites, which S&P believes will negatively affect profitability.  
The borrower will likely refinance outstanding balances under a
$200 million senior secured first-lien credit facility and a
$75 million senior secured second-lien facility, at which time the
ratings would be withdrawn.  However, if the proposed refinancing
fails to occur in a timely fashion, S&P may lower the ratings
further or revise the assigned recovery ratings.

Palmdale Hills Property LLC is a single-purpose entity formed to
acquire, develop, and market the 10,625-acre Ritter Ranch master-
planned community in northern Los Angeles County.  The company is
a wholly-owned subsidiary of SCC/Palmdale LLC, and is an affiliate
of unrated SunCal Cos. Irvine, California-based SunCal was founded
in 1973 and is currently the largest developer of private master-
planned communities in California.  Ritter Ranch is located in the
community of Palmdale, California, 30 miles north of Los Angeles.  
Under a fully approved development plan, the borrower is entitled
to develop 7,200 home sites, a golf course, seven schools, and
significant open space.  The loans are nonrecourse to SunCal, and
were originally obtained to repay existing debt and fund
development costs.
   
        Ratings Lowered And Placed on Creditwatch Negative
   
                    Palmdale Hills Property LLC

               To                     From
               --                     ----
Issuer credit  B-/Watch Neg/--        B/Stable/--

First-lien     B/Watch Neg            B+
                (Recovery rtg: 1)      (Recovery rtg: 1)

Second-lien    CCC+/Watch Neg         B-
                (Recovery rtg: 4)      (Recovery rtg: 4)


PARK-OHIO: Improved Performance Prompts S&P's Rating Upgrade
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Park-Ohio
Industries Inc., including its corporate credit rating to 'B+'
from 'B'.  The outlook is stable.

"The upgrade reflects the company's lower financial leverage and
improved performance," said Standard & Poor's credit analyst
Clarence Smith.

The ratings on Park-Ohio continue to reflect the company's highly
leveraged financial profile which more than offsets the company's
business profile as a diversified operator of logistics and
manufacturing businesses serving cyclical and competitive end
markets.  The company is expected to remain highly leveraged as
free cash flow generation constrains working capital needs to
continue supporting growth.

The ratings on Park-Ohio continue to reflect the company's highly
leveraged financial profile that more than offsets the company's
business profile as a diversified operator of logistics and
manufacturing businesses serving cyclical and competitive end
markets.  The company is expected to remain highly leveraged as
free cash flow generation constrains working capital needs to
continue supporting growth.

A significant reduction in financial leverage coupled with
improvements in Park-Ohio's business profile, including
sustainable operating margins, could result in positive rating
actions.  Alternatively, Standard & Poor's would be inclined to
either revise the outlook to negative or lower the ratings if the
company starts making large debt-financed acquisitions or if
credit metrics deteriorate for an extended period of time.


PEABODY ENERGY: S&P Rates $500-Million Junior Debentures at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
$500 million convertible junior subordinated debentures due 2066
of Peabody Energy Corp. (BB/Stable/--).  Proceeds from the notes
are expected to reduce bank loan borrowings, which were used to
fund the recent acquisition of Excel Coal Ltd. (unrated).

Standard & Poor's characterizes the bonds as having intermediate
equity content given the securities' long-dated maturity (60
years), deep subordination, and cumulative optional deferral of
interest up to 10 years.

The ratings on Peabody reflect its aggressive financial leverage,
including significant debt-like liabilities, ongoing cost
pressures, and challenges posed by the inherent risks of coal
mining.  The ratings also reflect the company's leading market
position, its substantial and diversified reserve base, and
currently favorable coal industry conditions.  Peabody is North
America's largest coal producer, with approximately 240 million
tons of coal sold (including 25 million from its trading and
brokerage operations) during 2005, and 10.3 billion tons of
reserves (including 500 million tons of Excel reserves).

Ratings List

Peabody Energy Corp.
  Corporate Credit Rating                BB/Stable/--

Rating Assigned

$500 mil conv jr sub debt               B


PRIDE BUSINESS: Posts $8.6 Million Net Loss in 2006 Third Quarter
-----------------------------------------------------------------
Pride Business Development Holdings Inc. reported an $8.6 million
net loss on $493,988 of revenues for the quarter ended Sept. 30,
2006, compared with a $909,578 net loss on $32,664 of revenues for
the same period in 2005.

The increase in net loss is mainly due to the $6.6 million
increase in general and administrative expenses, particularly
salaries and compensation costs, and the $1.1 million increase in
interest expenses.  The increase in interest expense was mainly
due to discounts charged on loans amortized during the three month
period ended Sept. 30, 2006.

At Sept. 30, 2006, the company's balance sheet showed $1.1 million
in total assets and $3.4 million in total liabilities, resulting
in a $2.3 million stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $554,986 in total current assets available
to pay $3.4 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?172e

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 22, 2006,
Malone & Bailey, P.C., in Houston, Texas, raised substantial doubt
about Pride Business Development Holdings, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the company's recurring operating
net losses and working capital deficit.

             About Pride Business Development Holdings

Based in Camarillo, California, Pride Business Development
Holdings, Inc. (OTC:PDVGE.OB) -- http://www.pridegroup.org/-- is  
a specialty and protective clothing and materials manufacturer for
the domestic and international law enforcement, military, and
dangerous materials handling markets with its brand of
Bodyguard(R) products.  The Company's current focus is the
manufacture and sale of personal soft body armor (bullet-resistant
vests) and ballistic and projectile fragment covers such as
ballistic blankets and bomb blast blankets.  The company, through
its wholly owned subsidiary Bodyguard, Inc., is the holder of the
worldwide exclusive license to utilize the Smith & Wesson
trademarks on personal body armor (and related apparel) and
ballistic blankets.


REFCO INC: Plan Satisfies 13 Steps for Confirmation, Court Rules
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed Refco, Inc., and its debtor-affiliates' Modified Joint
Chapter 11 Plan on Dec. 15, 2006.

Marc S. Kirschner, the Chapter 11 Trustee for Refco Capital
Markets, Ltd.; and the Official Committee of Unsecured Creditors
and the Additional Committee are co-proponents of the Plan.

           Plan Satisfies 16 Steps Toward Confirmation

Judge Drain finds that the Plan satisfies the 16 statutory
requirements necessary to confirm a plan pursuant to Section 1129
of the Bankruptcy Code:

A. The Plan complies with the applicable provisions of Section
   1129(a)(l), which encompasses the requirements of Sections
   1122 and 1123 governing classification of claims and
   interests and contents of the Plan.

   The Plan provides for (i) the impairment of certain classes
   of claims and interests, while leaving others unimpaired,
   hence modifying the rights of certain holders of claims and
   interests and leaving the rights of others unaffected, and
   (ii) the assumption and assignment or rejection of executory
   contracts and unexpired leases to which the Debtors are
   parties.

   In addition, in accordance with Section 1123(b)(6), the Plan
   includes additional appropriate provisions that are
   consistent with applicable provisions of the Bankruptcy Code,
   including, but not limited to:

      * the Plan provisions governing distributions on account
        of Allowed Claims;

      * the Plan provisions establishing that confirmation will
        not discharge claims against the Debtors;

      * the preservation of rights of action and the creation of
        the Litigation Trust to pursue the Contributed Claims;

      * the disposition of executory contracts and unexpired
        leases;

      * retention of jurisdiction by the Court over certain
        matters after the Plan Effective Date; and

      * the means for implementation of the Plan.

B. Refco has complied with the Section 1129(a)(2) requirements
   regarding solicitation of acceptances of the Plan.

   Judge Drain concludes that the impact of the proposed
   settlement between the Plan Proponents and the Ad Hoc
   Committee of Equity Security Holders on those Classes that
   were solicited to vote is not "material" or "adverse" enough
   to warrant re-solicitation.  Judge Drain notes that no value
   was attributed to the Litigation Trust Interests in the
   original Disclosure Statement.  Any speculation as to the
   value of those interests was expressly disavowed by the
   Plan's liquidation analysis.  As a result, none of the
   Claimholders in Classes receiving Tranche A Litigation Trust
   Interests could possibly have predicated its vote for the
   Plan on a precise estimate of the value of its Litigation
   Trust recovery.

C. The Plan has been proposed in good faith, with the legitimate
   and honest purposes of maximizing the value of the Debtors'
   estates and the recovery to Claimholders.  The Plan also
   provides for the distribution of the Debtors' assets and the
   wind-down of the Debtors' corporate affairs.  Accordingly,
   the Plan complies with Section 1129(a)(3).

D. Any payment made or to be made by the Plan Proponents, or by
   a person issuing securities or acquiring property under the
   Plan, for services or for costs and expenses in or in
   connection with the Debtors' Chapter 11 case, or in
   connection with the Plan and incident to the Debtors' case,
   has been approved by, or is subject to the approval of, the
   Court as reasonable, thereby satisfying Section 1129(a)(4).

   Pursuant to interim application procedures established under
   Section 331, the Court has authorized and approved the
   payment of certain fees and expenses of professionals in the
   Debtors' cases, which fees remain subject to final review by
   a fee committee and the Court for reasonableness.

E. The manner of selection of (i) a Plan administrator, who will
   be the sole officer and director or manager, as applicable,
   of the Reorganized Debtors, and (ii) an RCM Trustee -- as the
   party responsible for the administration of the RCM estate --
   is appropriate.  Accordingly, the selection process satisfies
   Section 1129(a)(5) because the Plan Administrator will be
   appointed by the Joint Sub-Committee, and the RCM Trustee was
   appointed by Court order.  The RCM Trustee is to wind down
   the RCM Estate in accordance with the RCM Settlement
   Agreement.

F. The Plan satisfies Section 1129(a)(6) because it does not
   provide for any change in rates over which a governmental
   regulatory commission has jurisdiction.

G. In accordance with Section 1129(a)(7), the Plan satisfies the
   "best interests" test as to each Class of Impaired Claims and
   Interests because the estimated Plan recovery percentage for
   all creditors is not less than, and in most cases greater
   than, recoveries under a hypothetical Chapter 7 liquidation.

H. Holders of Class 7 Subordinated Claims against one or more of
   the Contributing Debtors and Class 8 Old Equity Interests,
   Holders of Class 7 FXA Subordinated Claims against FXA and
   Holders of Class 9 RCM Subordinated Claims against RCM are
   deemed to have rejected the Plan because they are not entitled
   to receive or retain any Distribution or property under the
   Plan on account of their Claims or Interests.  Holders of FXA
   Class 5(a) Claims voted to reject the Plan.

   Although Section 1129(a)(8) has not been satisfied with
   respect to FXA Class 5(a) and the Rejecting Classes, the Plan
   is confirmable because the Plan satisfies Section 1129(b) with
   respect to those Classes.  Section 1129(b) provides that the
   Court may cram down a plan over a dissenting vote of impaired
   classes of Claims or Interests as long as a plan does not
   "discriminate unfairly" and is "fair and equitable" with
   respect to the dissenting class.

   Judge Drain holds that the Plan Proponents presented
   uncontroverted evidence at the Confirmation Hearing that the
   Plan does not discriminate unfairly and is fair and equitable
   with respect to the Rejecting Classes as required by the
   "cramdown" requirements of Section 1129(b)(1).  Accordingly,
   Judge Drain says, upon Confirmation and the occurrence of the
   Effective Date, the Plan will be binding upon the members of
   the Rejecting Classes and FXA Class 5(a).

I. The Plan meets the requirements under Section 1129(a)(9)
   because it provides for:

      (1) payment by the Debtors of Administrative Claims, in
          full, in cash;

      (2) payment of the unpaid portion of the Non-Tax Priority
          Claims in full, in cash;

      (3) each Allowed Priority Tax Claimholder to receive:

             * cash equal to the unpaid portion of the Allowed
               Priority Tax Claim;

             * treatment in any other manner such that the
               Allowed Priority Tax Claims will not be impaired
               pursuant to Section 1124; or

             * other treatment as agreed upon in writing.

J. At least one Class of Claims against each Debtor has voted to
   accept the Plan.  Judge Drain notes that:

      (a) all impaired voting Classes have voted to accept the
          Plan with respect to each of the Contributing Debtors;

      (b) Classes 4 and 6 have voted to accept the Plan with
          respect to Refco F/X Associates, LLC; and

      (c) all impaired voting Classes have voted to accept the
          Plan with respect to RCM.

   Accordingly, the requirement under Section 1129(a)(10) has
   been met.

K. The Plan is feasible and meets the requirements of Section
   1129(a)(11) because it includes a means for liquidating a
   debtor's property.

L. All fees payable under 28 U.S.C. Section 1930 have been paid
   or will be paid on the Effective Date, thereby satisfying
   Section 1129(a)(12).

M. Under the Plan, all benefit plans, policies and programs of
   the Debtors applicable to their retirees and the retirees of
   its subsidiaries are treated as executory contracts that are
   subject to rejection.  Accordingly, the requirements of
   Section 1129(a)(13) are satisfied.

N. Refco is not required by a judicial or administrative order,
   or by statute, to pay a domestic support obligation.  Section
   1129(a)(14) is, therefore, inapplicable.

0. Refco is not an individual, and accordingly, Section
   1129(a)(15) is inapplicable.

P. Refco is a moneyed, business, or commercial corporation, and
   Section 1129(a)(16) is, thus, inapplicable.

A full-text copy of the Court's Findings of Fact, Conclusions of
Law, and Order Confirming the Modified Joint Chapter 11 Plan is
available at no charge at http://researcharchives.com/t/s?174e

                    Admin. Claims Bar Date Set

Unless previously paid before the Plan's Confirmation Date, all
requests for payment of Administrative Claims against all Debtors
and RCM that were not previously filed must be submitted no later
than 30 days after the Effective Date or be forever barred.

The Reorganized Debtors and the RCM Trustee will have until the
later of (i) 60 days after the Effective Date or (ii) 30 days
after the filing of the Administrative Claim, to object to those
claims.

                       RCM Case Conversion

Judge Drain finds that if RCM's Chapter 11 case is converted to a
Chapter 7 case, all aspects of the Plan relating to RCM, including
all settlements, compromises and releases, will nonetheless be and
remain binding with full force and effect as a settlement between
the RCM Chapter 7 estate and the Debtors' estates.  The Plan
Effective Date will constitute the effective date of the
settlement between the RCM Chapter 7 estate and the Estates of
other Debtors.  The conversion of RCM's Chapter 11 case before the
Effective Date will not impair the Effective Date occurring with
respect to the other Debtors.

                Other Plan Provisions Are Approved

Judge Drain rules that the remaining property of the Debtors'
estates, other than the Contributed Claims, which will be
transferred to and vest in the Litigation Trust, will not revest
in the Debtors or RCM on or following the Confirmation Date or
Effective Date, but will remain property of the Estates and
continue to be subject to the Court's jurisdiction until
distributed to Allowed Claimholders.

The Court also appoints RJM LLC, a New Jersey Limited Liability
Company, as the Plan Administrator.  RJM was designated by the
Joint Subcommittee.

In the event that, after the Effective Date RJM determines that it
is appropriate, each of the Affiliate Debtors will be dissolved or
merged with and into Refco Inc., with the parent company as the
surviving entity.

The Affiliate Debtors and FXA -- until they are wound up and
potentially merged with and into Refco -- will continue to exist
as Reorganized Refco, Reorganized FXA or the applicable
Reorganized Affiliate Debtor, after the Effective Date.

On the Effective Date, all executory contracts or unexpired leases
of the Debtors will be deemed rejected in accordance with Sections
365 and 1123.

Moreover, Judge Drain rules that on the Effective Date, the
Reorganized Debtors and Post-Confirmation RCM will fund a
segregated bank account consisting of 110% of:

   (x) the amount of any holdbacks on previously billed and paid
       amounts, provided, however, that the 10% holdback of fees
       is released and may be remitted to certain professionals;
       and

   (y) the amount of estimated additional fees and expenses
       expected to be incurred by each Professional through the
       Effective Date.

All settlements of disputes embodied in the Plan are approved as
fair, equitable, reasonable and in the best interests of the
Debtors, the Reorganized Debtors and their estates.

Notwithstanding the transfer of claims to the Litigation Trust,
Judge Drain clarifies that the claims will not be merged into a
single entity, but will be deemed asserted on behalf of each
applicable Estate holding that claim immediately prior to
contribution, and will remain separate and distinct from other
Estates in connection with the prosecution.

Pursuant to Section 1123(b)(3), Judge Drain approves the Plan
Proponents' appointment of Mr. Kirschner as Litigation Trustee to
represent each of the Estates.  The Litigation Trustee will be
deemed the successor-in-interest to each of the Contributing
Debtors, FXA, and the RCM Trustee.

In addition, Mr. Kirschner will also act as trustee in the Private
Actions Trust to hold certain claims and causes of action against
third parties owned by holders of Claims or Interests against RCM
or the Debtors, and which claims, even after contribution, are not
assets of the Estates.

             Court Addresses Confirmation Objections

Judge Drain rules that all Plan confirmation objections that have
not been withdrawn, waived, or settled are overruled on the
merits.

(1) Director and Officer Indemnification Objections

Judge Drain says timely filed Claims arising in favor of present
or former officers or directors under contract, statute, or entity
governance documents of any of the Debtors, will entitled to be
asserted against the estate of each and every Debtor to the same
extent as provided for under applicable law.

Nothing in the Plan or Confirmation Order will (i) permit Officer
and Director Claims to be treated as Subordinated Claims or
otherwise subordinated, or (ii) be construed to prevent present or
former directors and officers of the Debtors from seeking and
obtaining coverage and payments from insurance policies of Refco
Inc. or from insurance policies of any other Refco Entity.

(2) New York Financial and Hillier Capital Objections

Judge Drain directs RCM to transfer to the FXA Estate $2,000,000
on the Effective Date to settle the dispute.

Judge Drain also directs the Plan Administrator to form a
committee of FXA customers who did not do business with FXA in
Japan to oversee and direct the litigation involving FXA assets in
Japan.  New York Financial will serve as the chair of the
committee; Hillier Capital is appointed as member of that
committee.

Judge Drain says the Non-Japan FXA Customer Committee will have
consent rights with respect to any settlement regarding the
litigation involving FXA assets in Japan.  Furthermore, all
reasonable expenses born in connection with the role of chair of
the Non-Japan FXA Customer Committee will be born by the FXA
Estate.

New York Financial and Hillier Capital are granted an Allowed
Administrative Expense Claim against the FXA Estate pursuant to
Section 503(b) in an aggregate collective amount not to exceed
$200,000.

(3) West Loop Objection

Judge Drain notes that West Loop Associates, LLC, will be paid
$3,750,000 in cash by the Refco LLC estate on or before the
Effective Date.  West Loop will release all claims against the
Debtors and against Refco LLC.

In addition, West Loop will be barred from bringing any action
against any third party as to the potential matters set forth in
the Plan.  However, West Loop will expressly retain all rights to
bring actions against Mark Goodman & Associates; 550 West Jackson
Associates Limited Liability Company; Mark Goodman; Phillip R.
Bennett; Santo Maggio; and Grant Thornton.

The Court grants West Loop a $20,000,000 Claim against Refco Group
Ltd.  The Claim will be satisfied in full by distribution of the
Litigation Trust Interests allocable to the Claim.  However, Judge
Drain says, all Litigation Trust Interests distributable on
account of West Loop's Allowed Claim will be deemed to have been
assigned by West Loop to the Contributing Debtors for distribution
to Holders of Allowed Contributing Debtors General Unsecured
Claims.

The Contributing Debtors will transfer $1,875,000 from
Contributing Debtors Cash Distribution to the RCM Trustee for
addition to the RCM Cash Distribution.

(4) Securities Plaintiff Objection

Judge Drain clarifies that nothing in the Plan or the Confirmation
Order will be deemed to release, enjoin or bar any claims or the
prosecution of any claims asserted in In re Refco Securities
Litigation, Case No. 05-civ-8626 (SDNY), against:

   -- any of the Secured Lender Releasees that acted as an
      underwriter, book running manager or initial purchaser in
      connection with the underwriting, offering, distribution,
      or sale of the 9% Senior Subordinated Notes due 2012 issued
      by certain of the Debtors or of any equity securities of
      Refco Inc., with respect to any act or failure to act by
      any Secured Lender Releasee; and

   -- other non-Debtor defendants in the Securities Litigation,
      except the Released Parties identified in the Plan,
      the Contributing Non-Debtor Affiliates, and the
      Contributing Non-Debtor Affiliate Management, to the extent
      that the Lead Plaintiffs or the putative class members
      receive a distribution under the Modified Plan.

(5) FXCM Objection

Judge Drain also clarifies that nothing in the Plan will impair
the right of FXCM Sellers from arguing that they are entitled to
an equitable remedy of rescission of RGL's purchase of the FXCM
Equity Stake.  However, any action seeking that remedy will be
heard by the Bankruptcy Court unless it has permitted the FXCM
Sellers to bring that action in a different forum.

                   Allocation of BAWAG Proceeds

The Court authorizes the Debtors to utilize the BAWAG P.S.K. Bank
fur Arbeit und Wirtschaft und Osterreichische Postsparkasse
Aktiengesellschaft  Proceeds in accordance with the Plan and the
BAWAG Allocation Order.  The BAWAG Proceeds may be used to pay the
obligations owing to RCM under the Cash Management Advance
Agreement dated October 16, 2006, and to implement the other
Distributions contemplated in the Plan.  For purposes of making
Cash Distributions, the BAWAG Contingent Proceeds will be used to
satisfy the Senior Subordinated Note Distribution to the extent
the funds are available to the Estates prior to the payment in
full of the Senior Subordinated Note Distribution.

                          About Refco Inc.

Based in New York, Refco Inc. (OTC: RFXCQ) --
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).


REVERE INDUSTRIES: Moody's Cuts Corp. Family Rating to B3 from B2
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Revere Industries, LLC, to B3 from B2 reflecting weaker than
projected EBITDA margins and free cash flow generation coupled
with an increased reliance on the credit facility to fund working
capital requirements.

Moody's affirms the B1 rating on the first lien term loan and
revolving credit facility and the Caa1 rating on the second lien
term loan.

The rating affirmations are contingent upon the successful
execution of its requested amendments to the first and second lien
facilities and the sale of certain assets, the proceeds from which
will be used to reduce first lien borrowings.

The rating outlook is changed to negative.

The B3 corporate family rating reflects:

   1) Revere's relatively high leverage and reliance on its
      revolving credit facility to fund working capital and
      capital expenditure requirement;

   2) a significant customer concentration and related challenges
      converting growth prospects into strong EBITDA margins and
      free cash flow generation;

   3) the expectation of limited headroom within its amended
      covenants during 2007 and 2008;

   4) its dominant market position in niche markets and a blue
       chip customer base; and,

   5) the execution risk associated with its planned asset sales.

The negative outlook reflects Moody's concerns about the ongoing
operating challenges which could hinder EBITDA expansion and free
cash flow generation in the near term.

In addition, the outlook reflects the company's weak liquidity
position, limited headroom in the amended leverage and fixed
charge covenants and increased interest costs.

These are the rating actions:

   -- Corporate Family Rating, downgrade to B3 from B2

   -- PDR Rating, downgraded to B3 from B2

   -- First lien revolving credit facility due 2010, affirmed B1;
      LGD assessment changed to LGD 2, 28% from LGD 3, 33%

   -- First lien term loan due 2011, affirmed B1; LGD assessment
      changed to LGD 2, 28% from LGD 3, 33%

   -- Second lien term loan, affirmed Caa1; LGD assessment
      changed to LGD 5, 72% from LGD 5, 78%

The rating outlook is changed to negative from stable.

Moody's previous rating action of Revere was the Sept. 27, 2006
upgrade of the first lien term loan and revolving credit facility
to B1 from B2 and assignment of a B2 Probability of Default
Rating.

Revere Industries, LLC is a leading manufacturer of plastic and
metal custom-engineered components for major industrial customers
across a variety of industries.


RUBICON MINERALS: Completes Plan of Arrangement With Africo
-----------------------------------------------------------
Africo Resources Ltd., formerly CopperCo Resource Corp., has
completed the Plan of Arrangement with Rubicon Minerals
Corporation effective Dec. 8, 2006.

By virtue of the arrangement, Africo has become a reporting issuer
in Alberta, British Columbia, Ontario and Qu,bec.  Trading of
Africo's common shares is expected to commence on the Toronto
Stock Exchange on or about Dec. 15, 2006, under the symbol ARL.

As a result of the Arrangement, Africo has also received from
escrow net proceeds of $18,716,033 pursuant to its previously
announced private placement of 5,000,000 units at a price of $4.00
per unit.  Each unit consisted of one common share of Africo and
one-half of one warrant, each whole warrant which
will entitle the holder to acquire an additional common share at a
price of $5.00 until May 23, 2008.

Rubicon Minerals holds a 35.6% interest in Africo Resources.

                     About Africo Resources

Africo Resources Ltd. (TSX: ARL) operates the Kalukundi Property,
a copper-cobalt property located within the Kolwezi District of
Katanga Province in the south-east of the Democratic Republic of
the Congo, in which it is earning a 75% interest.

                     About Rubicon Minerals

Rubicon Minerals Corporation (TSX:RMX)(AMEX:RBY) --
http://www.rubiconminerals.com/s/Home.asp/-- is a Canadian gold  
exploration company that controls over 260 square kilometers of
land in the prolific Red Lake gold camp of Ontario, Canada,
including 100% of the Phoenix Gold Zone discovery at the McFinley
gold project.  Rubicon also owns several large land positions in
Newfoundland to cover a number of highly prospective gold and base
metal targets.  In addition, Rubicon acquired an interest in a
high-grade copper-cobalt deposit in the Democratic Republic of
Congo that is being developed by Africo Resources Ltd.

                         *     *     *

As indicated in the going concern paragraph in its interim
consolidated financial statements for the third quarter ended
Sept. 30, 2006, Rubicon Minerals Corp. relates that it has
incurred losses since inception and has an accumulated operating
deficit of $19 million at Sept. 30, 2006.


SG MORTGAGE: Fitch Rates $12.6-Mil. Class M-10 Certificates at BB+
------------------------------------------------------------------
SG Mortgage Securities Trust 2006-OPT2, which closed on
Dec. 14, 2006, is rated by Fitch as:

   -- $618.55 million classes A-1, A-2 and A-3A through A-3D
      'AAA';
  
   -- $42.70 million class M-1 'AA+';

   -- $39.04 million class M-2 'AA';

   -- $12.20 million class M-3 'AA-';

   -- $17.08 million class M-4 'A+';

   -- $13.83 million class M-5 'A';

   -- $8.13 million class M-6 'A-';

   -- $10.98 million class M-7 'BBB+';

   -- $6.10 million class M-8 'BBB';

   -- $10.57 million class M-9 'BBB-'; and,

   -- $12.61 million privately offered class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 23.95%
total credit enhancement provided by the 5.25% class M-1, the 4.8%
class M-2, the 1.5% class M-3, the 2.1% class M-4, the 1.7% class
M-5, the 1% class M-6, the 1.35% class M-7, the 0.75% class M-8,
the 1.3% class M-9, the 1.55% privately offered class M-10, the
1.2% non-rated, privately offered class M-11 and the 1.45% initial
and target over-collateralization.  All certificates have the
benefit of monthly excess cash flow to absorb losses.  In
addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of Option One Mortgage Corporation as servicer.  HSBC
Bank USA, National Association is the trustee.

The certificates are supported by three collateral groups.

Group I will consist of 1,090 mortgage loans that have original
principal balances that conform to Fannie Mae and/or Freddie Mac
guidelines.  The Group I mortgage pool consists of first and
second lien, adjustable-rate and fixed-rate mortgage loans that
have a cut-off date pool balance of $203,532,831.  Approximately
0.92% of the mortgage loans are fixed-rate mortgage loans and
99.08% are adjustable-rate mortgage loans.  The second lien amount
is 0.92%.  The weighted average current loan rate is approximately
8.904%.  The weighted average remaining term to maturity is 356
months.  The average principal balance of the loans is $186,727.  
The weighted average original combined loan-to-value ratio is
77.47%.  The weighted average FICO score is 590.  The properties
are primarily located in California, Florida, and New York.

Group II will consist of 1,580 mortgage loans that have original
balances that conform to Fannie Mae and/or Freddie Mac guidelines.  
The Group II mortgage pool consists of first and second lien,
adjustable-rate and fixed-rate mortgage loans that have a cut-off
date pool balance of $279,009,079.  Approximately 0.88% of the
mortgage loans are fixed-rate mortgage loans and 99.12% are
adjustable-rate mortgage loans.  The second lien amount is 0.88%.  
The weighted average current loan rate is approximately 8.848%.  
The weighted average remaining term to maturity is 355 months.  
The average principal balance of the loans equals $176,588.  The
weighted average original CLTV is 78.45%.  The weighted average
FICO score is 597.  The properties are primarily located in
California, Florida, and New York.

Group III will consist of 1,127 mortgage loans that have original
balances that may or may not conform to Fannie Mae and/or Freddie
Mac guidelines.  The Group III mortgage pool consists of first and
second lien, adjustable-rate and fixed-rate mortgage loans that
have a cut-off date pool balance of $361,844,089.

Approximately 3.36% of the mortgage loans are fixed-rate mortgage
loans and 96.64% are adjustable-rate mortgage loans.  The second
lien amount is 3.36%.  The weighted average current loan rate is
approximately 8.4%.  The weighted average remaining term to
maturity is 355 months.  The average principal balance of the
loans equals $321,068.  The weighted average original CLTV is
83.13%.  The weighted average FICO score is 621.  The properties
are primarily located in California, Florida, and New York.


SAGITTARIUS BRANDS: Poor Performance Cues S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nashville, Tennesse-based Sagittarius Brands Inc. to negative.
"This follows operating performance that is below our
expectations," said Standard & Poor's credit analyst Jackie
Oberoi.  Same-store sales were negative during the third quarter
ended Sept. 3, 2006, and year-to-date.  Negative comparable
restaurant sales have increased leverage to about 7x, limiting
cash flow protection.

The 'B' ratings, which Standard & Poor's affirmed, reflect
Sagittarius' small size in the competitive quick-service sector of
the restaurant industry, and the company's regional concentration.

Sagittarius operates and franchises Mexican and seafood quick-
service restaurants under the Del Taco and Captain D's brands,
respectively.  Del Taco is a small, regionally concentrated player
in the highly competitive quick-service Mexican sector of the
restaurant industry, with only a 0.7% national market share,
compared with 8.2% for Taco Bell, its most significant competitor.  
Captain D's is regionally concentrated in the Southeast U.S.; its
largest competitor is Long John Silver's, which has about twice as
many units as Captain D's.


SAINT VINCENTS: Wants to Assume Extended Lease With BBC Realty
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to:

    a) extend a lease agreement between Saint Vincent Catholic
       Medical Center and BCC Realty Corp. for nonresidential
       real property located at 221-227 Canal Street, New York;
       and

    b) assume the Extended Lease pursuant to Section 365(a) of
       the Bankruptcy Code.

SVCMC provides services to low income women, infants, and children
participating in a Women, Infants, and Children Program at the
Premises.  SVCMC's operation of the WIC Center, including
leasehold expenses, is funded entirely by the New York State
Department of Heath.

After arm's-length negotiations, the Debtors have reached an
agreement with BBC Realty for the Extended Lease under which:

   (1) the Debtors will renew their current lease for an
       additional five-year term beginning January 1, 2007;

   (2) the Debtors will have the option to terminate the Lease
       upon six months notice to BBC Realty; and

   (3) rent will be $3,900 per month plus additional rent
       comprised of certain utility charges, all of which will be
       funded by the DOH.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the entry into and assumption of the Extended
Lease should be approved because it will allow the Debtors to
continue to provide services to the WIC Program participants at
the Premises without interruption.

In addition, Mr. Troop says, the continued occupation of the
Premises for the next five years is the most efficient and cost
effective way to provide services under the WIC Program at the
Premises for various reasons, including:

     * the location of the Premises is favorable given its
       central and easily accessible location in Manhattan's
       Chinatown neighborhood and the proximity of the WIC Center
       to other SVCMC health care clinics;

     * it would be difficult to relocate the WIC Center due to
       the nature of the services provided, the heavy foot
       traffic at the WIC Center, and the indigent population
       base serviced;

     * the Debtors will avoid the significant costs that would
       accompany relocation to a new, suitable location,;

     * relocation of their operations would result in an
       interruption in the provision of services under the WIC
       Program and could jeopardize the Debtors' ability to
       continue to receive funding from the DOH for the operation
       of the WIC Center;

     * relocation of the WIC Center could result in an erosion of
       the WIC Center's patient-base to other, proximately
       located facilities which also offer the WIC Program's
       services and benefits;

     * compared with other leases available in the market, the
       rental obligations under the Extended Lease are reasonably
       priced, especially in light of the location and early-
       termination option;

     * the Extended Lease permits the Debtors to terminate the
       lease prior to its expiration date should it become
       necessary or more advantageous for the Debtors' to
       relocate or discontinue their operations at the Premises;
       and

     * the costs of the Extended Lease should be completely
       covered by funds received from DOH in connection with the
       running of the WIC Program.

Furthermore, in connection with the assumption of the Extended
Lease, SVCMC will pay BBC Realty for prepetition rent owed
pursuant to the original lease for $1,300.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 40 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Medclr Offers Higher Bid for Aged Receivables
-------------------------------------------------------------
Medclr Hospital Portfolios, LLC, asks the U.S. Bankruptcy Court
for the Southern District of New York to deny Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates'
request to privately sell to Equicare Portfolio I, LLC, certain
aged accounts receivable.

NCO Group, Inc., has been the Debtors' main agent for collection
of receivables for over 15 years.  Medclr is a subsidiary of NCO.

As reported in the Troubled Company Reporter on Nov. 30, 2006, the
Debtors were owed $190,000,000 in Bad Debt as of September 2006.  
Following extensive good faith negotiations, the Debtors agreed to
sell the Bad Debt to Equicare, subject to the Purchase and Sale
Agreement.  Among other things, the initial sale of the Bad Debt
pursuant to the Purchase and Sale Agreement is expected to
generate $1,760,000 for the Debtors' estates.

Marc E. Richards, Esq., at Blank Rome LLP, in New York, discloses
that NCO and Medclr first learned of the Debtors' intentions to
sell their current Bad Debt when Hilco Healthcare Receivables,
LLC, approached NCO to partner on a potential purchase of the
Debtors' current Bad Debt.

In July 2006, Hilco and Medclr, Inc., delivered a proposal to the
Debtors to purchase the Bad Debt.  The Debtors advised Hilco and
Medclr that they received higher proposals and that they would
proceed with a private auction involving two other bidders.

Mr. Richards informs Judge Hardin that Medclr has reviewed the
terms and conditions in the purchase agreement and continues to
be very interested in pursuing a purchase of the Bad Debt.  
Medclr is prepared to significantly enhance the consideration to
be provided to the Debtors' estates for the benefit of their
creditors.

According to Mr. Richards, Medclr is prepared to move forward
with the transaction concerning the current and future Bad Debt
by December 19, 2006, the date in which the Debtors must close
with Equicare under the Purchase Agreement, to ensure that there
would be no delay associated with acceptance of Medclr's offer.

Mr. Richards adds that a comparison of the Purchase Agreement
against the Medclr purchase agreement demonstrates the
significant added value provided by Medclr through its offer.  
The financial components of the two proposals are:

                                        Equicare       Medclr
                                        Purchase     Purchase
   Item                                 Agreement   Agreement
   ----                                 ---------   ---------
   Pricing Factor For Current Bad Debt     .0125       .0135
   Pricing Factor For Future Bad Debt      .0125       .0150
   Target Recovery Amount Multiplier        2.75        2.50
   Costs And Fees Related To:
     Calculation of Back-End
     Participation with Debtors               40%         35%

Mr. Richards relates that Medclr is ready, willing and able to
collect the Bad Debt on behalf of the Debtors.  Hence, Medclr
asks the Court to require the Debtors to consider the Medclr
Purchase Agreement as the highest and best bid or alternatively,
to hold a restricted open auction for the Bad Debt between Medclr
and Equicare.

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)


SALON MEDIA: Posts $349,000 Net Loss in 2006 Third Fiscal Quarter
-----------------------------------------------------------------
Salon Media Group, Inc., has filed its third quarter financial
statements for the three-month period ended Sept. 30, 2006.

The company reported a $349,000 net loss on $1,884,000 of revenues
for the quarterly period ended Sept. 30, 2006, compared to a net
loss of $160,000 on $1,654,000 of total revenues in the third
quarter of 2005.

At Sept. 30, 2006, the company's balance sheet showed $5,840,000
in total assets, $1,513,000 in total liabilities, and $4,327,000
in stockholders' equity, compared to $5,304,000 in total assets,
$1,687,000 in total liabilities, and $3,617,000 in stockholders'
equity at March 31, 2006.

Since inception, the company has incurred annual losses and
negative cash flows from operations and has an accumulated deficit
at Sept. 30, 2006 of $92,023.

Based on cash on hand as of Sept. 30, 2006, forecasted trade
receivable receipts, cash payments, advertising revenues of an
estimated high of $6.6 million and total revenues of an estimated
twelve-month period record high of $9.3 million, the company
estimates that its cash on hand will be sufficient to meet
minimum operating needs through June 2007.  Between July 2007 and
September 2007, the company estimates that it will not have cash
on hand at the end of each month.  The forecasted revenue amounts,
though achievable, have never been attained by the company in a
prior twelve-month period.

Salon Media relies on cash projections to run its business and
changes such projections as new information is made available or
events occur.  The most significant component of Salon's cash
projections is cash to be generated from advertising sales and, to
a lesser extent, cash to be generated from Salon Premium.
Forecasting cash receipts from advertising sales for an extended
period of time is problematic due to the short duration of most
advertising sales.  If projected cash inflows and outflows do not
meet expectations, the company's ability to continue as a going
concern may be adversely affected.

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?173f

                      Going Concern Doubt

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

                       About Salon Media

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


SANMINA-SCI: S&P Retains Negative CreditWatch on BB- Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services left its 'BB-' corporate credit
and other ratings on San Jose, California-based Sanmina-SCI Corp.
on CreditWatch with negative implications, where they were placed
on Aug. 14, 2006.  While Sanmina filed its 10-Q for the period
ending July 1, 2006 by the Dec. 14, 2006, deadline, the company
has filed for a 15-day extension to file its 2006 10-K, now due
Dec. 29, 2006.

Should the company be unable to file within that deadline, we will
review the reaction of the bondholders and creditors under the
October 2006 term loan to determine any rating impact," said
Standard & Poor's credit analyst Lucy Patricola.  The company's
securitization programs and lenders under the company's revolving
credit have granted waivers to file through Jan. 10, 2007, and
possibly longer depending on any extension granted by the
bondholders.  The rating could be lowered to the 'CCC' category if
extensions to file financial statements are not granted by the
company's remaining bondholders or lenders, reflecting heightened
concerns of debt acceleration.

In the process of reviewing stock option grants, the company
uncovered several other accounting irregularities.  Upon receipt
and review of the company's 10-K, we will evaluate the impact of
additional restatements, the company's compliance with Sarbannes-
Oxley requirements relating to internal controls, and additional
involvement of the SEC or other judicial authorities, and
operational performance over the last two quarters to determine
the final impact on the rating.


SCRANTON PA: Chronic Budget Imbalance Cues S&P to Hack Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Scranton, Pennsylvania's GO debt three notches to a
speculative-grade 'BB' from 'BBB' based on the city's chronic
structural imbalances, which have been addressed through deficit
financing in fiscals 2004 and 2005 and a planned additional
deficit financing in fiscal 2006 to address imbalances in fiscals
2006-2008.  The outlook is now stable.

The city's financial performance has greatly deteriorated over the
past two years, and the fiscal 2006 budget remains structurally
out of balance for the third consecutive year.  Audited results
indicate operating deficits of $3.7 million for fiscal 2004 and
$5.0 million for fiscal 2005.  Management entered into sale and
lease-back agreements between the city and Scranton Sewer
Authority for $4.0 million and $5.5 million in fiscals 2004 and
2005, respectively, to fill its year-end shortfalls.  The fiscal
2006 budget was structurally imbalanced with a
$6.2 million shortfall.

"The downgrade to speculative grade also reflects management's
lack of timely remedial action to improve financial performance,"
said Standard & Poor's credit analyst John Sugden.  "Scranton
officials, however, have recently undertaken measures to enhance
revenues to partially offset projected operating deficits.  
Despite these efforts, the 2007 budget remains structurally
imbalanced."

Management intends to issue additional deficit financing of
between $12 million and $15 million to address structural
imbalances in fiscals 2006-2008:

    * roughly $6.0 million-$7.0 million of which it will use to
      fill the fiscal 2006 budgetary gap,

    * $1.2 million for the fiscal 2007 gap, and

    * roughly $5.0 million for fiscal 2008.

Aside from increasing the emergency medical service fee to the $52
maximum allowed from $10, officials did not implement any new
revenue-raising fees, charges, or tax increases nor did they enact
any significant cost-saving measures in 2006.

Due to deficit borrowing in excess of operating shortfalls,
Scranton's general fund balance position has improved slightly.  
The fiscal 2005 unreserved fund balance was $4.4 million, or 8% of
operating expenditures.  From a liquidity standpoint, however,
cash and cash equivalents at fiscal year-end 2005 were just
$1.4 million, or 2.7% of operating expenditures.

Despite management's increasing the real estate tax by 25% to 103
mills in fiscal 2007 and raising the real estate transfer tax to
3.4% in fiscal 2007, the fiscal 2007 budget increased by 3.6% and
has been balanced with another $1.2 million expected to be raised
through the 2006 deficit financing.

"Management's efforts to reduce or eliminate the structural
imbalance and improve the city's liquidity will determine whether
or not we raise the speculative-grade rating," added Mr. Sugden.

The police and fire union contracts expired on Dec. 31, 2003.  
According to officials, they have appealed the money awarded to
the unions at arbitration, which was substantially above what Act
47 allows.  Management's goal is to reduce the workforce in these
unions, which would provide the city with an estimated annual
savings of roughly $2.5 million.  Before any reductions can be
made, however, the arbitration panel must reach a decision and the
contracts must be settled.  While these savings would alleviate
some pressure on the city's budget, it would not eliminate the
budget gap entirely.

The rating action affects roughly $68.5 million of debt
outstanding.


SHUMATE IND: Completes $3.7 Mil. Private Placement of Securities
----------------------------------------------------------------
Shumate Industries Inc. held the final closing in connection with
its sale of $3,787,550 of its securities in a private placement of
its common shares and warrants.  In connection with the private
placement 3,787,550 shares of the Company's common stock and
1,893,775 Class A Warrants will be issued.

The final closing of the offering occurred on Dec. 14, 2006.  The
net proceeds will be used to accelerate the inventory build up and
launch of the Hemiwedge Cartridge Valve and the reduction of
Shumate's liabilities thus strengthening its balance sheet.  The
remaining proceeds will be used for general working capital and to
fund the Company's strategic plan to expand its Hemiwedge
Technology platform of products to meet the increasing demand of
the energy industry.

"We are pleased to secure this capital infusion which will allow
the Company to ramp up inventory and build market momentum"
Matthew Flemming, Shumate's CFO, stated.  "During the fourth
quarter 2006, we are moving forward with a full scale launch of
the surface-level Hemiwedger Cartridge Valve adding to Shumate's
top line numbers.  Additionally, the Company used $525,000 of the
offering proceeds to fully retire its $2.5 million debenture and
its accrued interest of approximately $225,000 with its senior
lender as referenced within the previously filed Current Report on
Form 8-K filed Aug. 15, 2006.  Due to these events, the Company's
balance sheet will be improved considerably."

The Company's total number of shares of common stock outstanding
after this final closing is approximately 19,322,277 and the fully
diluted number of shares of common stock outstanding, upon the
exercise of all outstanding warrants and options, is approximately
22,907,376.

First Montauk Securities Corp., an NASD member firm, acted as
placement agent.  The Placement Agent received a cash commission
of 7%, a non-accountable expense allowance of 2%, and a 1%
management fee, as well as warrants to purchase up to 378,755
shares of the Company's common stock at a price of $1.25 per
share.  In connection with the offering, the Company agreed to
file a registration statement with the SEC covering the resale of
the shares of common stock and the common stock underlying the
warrants and the placement agent warrants no later than 30 days
after the final closing.  Net proceeds to the Company after the
payment of commissions and fees in connection with the offering
were approximately $3,350,000.

Headquartered in Conroe, Texas, Shumate Industries Inc.
(OTCBB:SHMT) -- http://www.shumateinc.com/-- formerly known as  
Excalibur Industries, serves the energy field services market
through its Shumate Machine Works operating subsidiary.  With its
roots going back more than 25 years, Shumate is a contract
machining and manufacturing company utilizing state-of-the-art
3-D modeling software, computer numeric controlled machinery and
manufacturing expertise to perform close tolerance and precision
machining for energy field service applications.

                        *     *     *

At June 30, 2006, the company's balance sheet showed $ 3,666,316
in total stockholders' equity deficit compared to a $ 6,277,008
deficit at Dec. 31, 2005.


SITEL CORPORATION: Earns $7.4 Million in 2006 Second Quarter
------------------------------------------------------------
Sitel Corp. reported $7.4 million of net income on $278.3 million
of revenues for the quarter ended June 30, 2006, compared with
$2.6 million of net income on $251.8 million of revenues for the
same period in 2005.

Revenue increased $26.5 million, mainly due to the $23.7 million
increase in European revenue and the $4.3 million increase in
Latin America revenue, offset by a $1.4 million decrease in Asia
Pacific revenue.

North American revenue in the first quarter of 2006 remained
consistent compared to the same period in 2005.  A decrease of
$24.3 million of revenue resulting from the loss of General Motors
was offset by $24.2 million of revenue growth primarily in
customer acquisition, technical support and risk management.  The
weakening of the U.S. dollar versus the Canadian dollar resulted
in $600,000 of the increase.

European revenue increased $23.7 million for the three months
ended June 30, 2006 compared to the same period in 2005.  Higher
sales volumes from new and existing clients resulted in an
increase in revenue of $24.2 million for the three months ended
June 30, 2006 compared to the same period in 2005.  The
strengthening of the U.S. dollar versus the British pound and Euro
partially offset this increase by $500,000.

Latin America revenue increased $4.3 million for the three months
ended June 30, 2006 compared to the same period in 2005.  Higher
sales volumes from new and existing clients resulted in an
increase in revenue of $3.4 million, while the weakening of the US
dollar versus the Brazilian Real resulted in the remaining
$900,000 of the increase.

Asia Pacific revenue decreased $1.4 million for the three months
ended June 30, 2006 compared to the same period in 2005.   Lower
sales volumes with existing clients resulted in a decrease in
revenue of $300,000, while the strengthening of the U.S. dollar
versus the New Zealand and Australian dollars resulted in the
remaining $1.1 million of the decrease.

The $4.8 million increase in net income is primarily due to the
$26.5 million increase in revenues, the $6 million gain on
settlement with a business partner, the $1.1 million decrease in
interest expense, the $1.3 million increase in equity in earnings
of affiliates, and the $549,000 increase in other income, offset
by the $28.4 million increase in operating expenses(excluding the
effects of the $6 million settlement gain).  The increase in
operating expenses is primarily due to the $25.1 million increase
in direct labor and telecommunications expense.

Interest expense decreased $1.1 million or 34.0% due to a gain of
$1.4 million for a reduction in interest on a Brazil tax
obligation being recorded as a reduction of these expenses.  This
gain was partially offset by higher amortization of debt
acquisition costs.  

Equity in earnings of affiliates increased $1.3 million for the
three months ended June 30, 2006 compared to the same period in
2005 primarily due to the $1.2 million in insurance proceeds
received by the company's India joint venture related to flood
damage in 2005.

Other income increased primarily as a result of fluctuations in
foreign currency remeasurement gains arising from monetary assets
and liabilities denominated in currencies other than a business
unit's functional currency.

The increase in direct labor and telecommunications expense was
primarily the result of higher ramp-up costs of new client
programs, particularly in Europe, and a change in the mix of
services provided in the three months ended June 30, 2006 compared
to the same period in 2005.

At June 30, 2006, the company's balance sheet showed $429.2
million in total assets, $288.5 million in total liabilities, $5.8
million in minority interests, and $134.9 million in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2006, are available for
free at http://researcharchives.com/t/s?1733

              Merger Agreement with ClientLogic Corp.

On Oct. 13, 2006, the company and ClientLogic Corporation
disclosed that they have signed a definitive merger agreement.
Under the terms of the agreement, a newly formed subsidiary of
ClientLogic will merge with the company and pay $4.05 per share in
cash for all of the outstanding common stock of the company.  The
board of directors of each company has unanimously approved the
transaction.  The transaction is expected to be completed in the
first quarter of 2007 and is subject to customary closing
conditions, including approval of the company's shareholders and
regulatory clearances.  The company's board of directors has
recommended to its shareholders that they vote in favor of the
transaction.  

                         About Sitel Corp.

Sitel Corp.(NYSE:SWW) -- http://www.sitel.com/-- provides  
outsourced customer support services.  On behalf of many of the
world's leading organizations, SITEL designs and improves customer
contact models across its clients' customer acquisition, retention
and development cycles.  SITEL manages approximately two million
customer interactions per day via the telephone, e-mail, Internet
and traditional mail.   SITEL has over 42,000 employees in 101
global contact centers, utilizing more than 32 languages and
dialects to serve customers in 56 countries.

                           *     *     *  

Sitel Corp. carries Standard & Poor's Rating Services 'B'
corporate credit rating.


SONIA INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sonia Investments, LLC
        dba Rodeo Inn
        dba Days Inn
        3601 East Highway 80
        Mesquite, TX 75150

Bankruptcy Case No.: 06-35540

Chapter 11 Petition Date: December 13, 2006

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Lane, No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


STATSURE DIAGNOSTIC: Sept. 30 Balance Sheet Upside-Down by $8 Mil.
------------------------------------------------------------------
StatSure Diagnostic Systems Inc. reported $995,010 of net income
on sales of $225,411 for the quarter ended Sept. 30, 2006,
compared with a $350,574 net loss on $204,846 of sales for the
same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.4 million
in total assets and $9.4 million in total liabilities, resulting
in an $8 million stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $465,840 in total current assets available
to pay $775,039 in total current liabilities.

The company's revenues are primarily generated from sales of
its patented saliva collection devices.  Specimens collected with
the device are sent to and processed at laboratories.

The net income is principally attributable to a non-cash
derivative income of $1,547,877 in the current quarter, mainly as
a result of mark-to market adjustment on embedded derivatives
principally driven by the decrease in the company's common stock
price from $1.50 to $1.11.  The company did not have derivative
instruments in the same periods of 2005.

Selling, general and administrative expenses actually increased
130% to $523,350 in the third quarter of 2006 from $227,302 in the
third quarter of 2005.  This increase is due to significantly
greater expenses for consulting, professional fees, amortization
expense, and payroll.  

Full-text copies of the company's financial statements for the
quarter ended Sept. 30, 2006, are available for free at:
                                  
                http://researcharchives.com/t/s?1743

                        Going Concern Doubt

Lazar Levine & Felix LLP expressed substantial doubt about
Statsure Diagnostic Systems, Inc.'s ability to continue as a
going concern after it audited the company's financial statements
for the years ended Dec. 31, 2005, and Dec. 31, 2004.  The
auditing firm pointed to the company's recurring losses from
operations, negative working capital and net capital deficiency.

                     About StatSure Diagnostic

Based in Framingham, Massachusetts, StatSure Diagnostic Systems,
Inc.(SSUR.OB) -- http://www.statsurediagnostics.com/-- develops,  
manufactures, and markets rapid immunoassay tests for the
detection of  sexually transmitted and other infectious diseases.  
In addition, the company has developed and is marketing a product
line of patented, oral-fluid collection devices.


STONE ENERGY: Moody's Downgrades Corp. Family Rating to B3
----------------------------------------------------------
Moody's Investors Service is lowering:

   -- the corporate family rating for Stone Energy Corp. to B3
      from B2;

   -- the probability of default rating to B3 from B2;

   -- the ratings on the senior unsecured notes to B3 and LGD3,
      44% from B2 and LGD3, 45%; and,

   -- the senior subordinated notes ratings to Caa2 and LGD5, 81%
      from Caa1 and LGD5, 82%.

The ratings comes after the company's report that it is pursuing
an asset divestiture program and will not actively pursue a merger
at this time but instead return its focus on its core Gulf of
Mexico property base.

Simultaneously, Moody's is upgrading the company's SGL rating to
SGL-3 from SGL-4.

The outlook is negative.

This concludes Moody's review of Stone's ratings.

The downgrade to B3 reflects weak underlying trends highlighted by
its rising costs structure and weak capital productivity,
particularly over the past two years year as it increased its
focus on the high risk, high cost deepwater which turned out to be
unsuccessful.

While management had been distracted by the ongoing merger
situations for several months the underlying trends had already
been deteriorating and contributed to Moody's placing Stone's
ratings under review for downgrade prior to the two failed mergers
with Plains Exploration and Energy Partners, Ltd. Stone's
announced plan to divest certain assets and use the proceeds to
repay debt should help improve the company's overall financial
flexibility, however, it will also reduce the company's scale and
keep its focus on the existing property base in the short lived
Gulf of Mexico region, which carries a high reinvestment risk and
has not produced positive results over the past couple of years.

Despite a continuous rise in its capital spending over the past
couple of years, Stone has seen its total production volumes fall,
very high and unsustainable total full cycle costs, very weak
reserve replacement  while seeing its 3-year all sources finding
and development costs soar to $38.23/boe for 2005.

In addition, the company's leverage on the proven developed
reserve base has significantly risen to about $11.10/boe at Sept.
30, 2006 compared to $7.84/boe at Dec. 31, 2005.

Given Moody's expectation that reserve replacement will again be
weak in 2006, leverage will remain near the $11.00/boe level until
any asset sales occur.  All of Stone's metrics have fallen out of
line with the B2 rated peers and are even weaker than some of the
B3 rated E&P companies.  While Moody's believes these metrics will
remain weak into 2007, the company's scale, liquidity, and
favorable commodity price should provide the company sufficient
opportunities to try and stabilize the operations at least over
the next 12 months.

The negative outlook reflects the need for management to execute
on its planned asset sales, and reduce and sustain leverage on the
PD reserves to under $8.00/boe while providing clear evidence that
the company's operating performance is stabilizing with its
leading edge unit full cycle costs trending towards $40.00/boe.

In addition, a stable outlook would be considered if the company
is improving its capital productivity trends with solid reserve
replacement at more competitive costs while also continuing its
current positive sequential quarter production trends.  The
outlook could also be moved to stable if asset sales occur faster
than expected.

However, a ratings downgrade could result from further
deterioration of cost and reserve replacement trends, a decline in
production volumes, or increased leverage.  In addition, any stock
repurchases completed before leverage is reduced could also result
in a downgrade.

The upgrade of the speculative grade liquidity rating to SGL-3
reflects the significantly improved liquidity position as Stone's
projected cash flows over the next 12 months are expected to
sufficiently cover the planned capital spending program, interest
expense, and working capital.

In addition, the company currently has approximately $100 million
available under its $325 million borrowing base revolving credit
facility and has sufficient room under its maintenance covenants.
The SGL-3 is tempered by the expectation that Stone will spend the
majority of its cashflow on capex in 2007 and that the lenders are
secured by the company's reserves, providing no readily available
alternate source of liquidity.

Downgrades:

   * Issuer: Stone Energy Corporation

      -- Corporate Family Rating, Downgraded to B3 from B2

Upgrades:

   * Issuer: Stone Energy Corporation

      -- Speculative Grade Liquidity Rating, Upgraded to SGL-3
         from SGL-4

Outlook Actions:

   * Issuer: Stone Energy Corporation

      -- Outlook, Changed To Negative From Rating Under Review

Stone Energy Corporation is headquartered in Lafayette, Louisiana
is an independent oil and gas company engaged in the acquisition
and subsequent exploration, development, operation and production
of oil and gas properties located in the conventional shelf of the
GOM, the deep shelf of the GOM, the deepwater of the GOM, Rocky
Mountain Basins and the Williston Basin.


TECH DATA: Moody's Rates Proposed $350 Mil. Senior Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 to Tech Data
Corporation's proposed offering of up to $350 million convertible
senior notes due 2026 and affirmed its existing ratings.

The net proceeds from the offering will be used primarily to pay
down Tech Data's higher interest bearing intra-quarter debt and
enhance the company's liquidity position.

The rating reflects both the overall probability of default of the
company under Moody's LGD framework, to which Moody's affirms its
PDR of Ba1, and a loss-given-default of LGD-6 for the convertible
senior notes.

The ratings outlook remains negative.

This report is not viewed as a change in the company's overall
financial policies and Moody's notes that at the current rating
level of Ba1, the company has modest debt capacity.

Additionally, Tech Data is expected to save approximately
$9 million in annual net interest expense through this offering.
In May 2005, Tech Data implemented a restructuring program to
improve the cost structure and productivity of its EMEA
operations.  The company has incurred $55 million of total cash
restructuring costs, which should generate annualized cost savings
of the same amount.  

It is Moody's understanding that Tech Data has completed the
restructuring program and expects no further cash charges.

Moody's most recent rating action on Tech Data occurred on
March 15, 2006 when Moody's affirmed Tech Data's ratings and
revised the outlook to negative from stable.  This was due to
increasing competitive pricing pressures, steady gross margin
decline, continued weakness in the EMEA operations and weakened
operating profitability on a year-over-year basis.

Tech Data's operating performance for the trailing twelve months
ending in October 2006 was weak with a gross margin of 4.5%
compared to 5% in fiscal 2006 and operating margin of 0.7% versus
0.8% in the prior year.  Tech Data's margins, which have continued
to trend down over a multi-year period across several cycles, are
thinner than its peer distributors.  Moody's notes that if the
earnings were to experience further weakening from current levels,
the EMEA business continued to exhibit weak operating results
despite the restructuring efforts or gross cash flow migrates
below historical levels, Moody's would likely downgrade the
corporate family rating.  To the extent the company experiences a
reversal of margin trends and benefits from the EMEA restructuring
actions, resulting in operating performance that returns to
historical levels, Moody's could stabilize the CFR.

These new ratings and assessments were assigned:

   -- Up to $350 million Convertible Senior Unsecured Notes due
      2026 at Ba2, LGD6, 94%

These ratings were affirmed:

   -- Corporate Family Rating at Ba1
   -- Probability of Default Rating at Ba1

The rating outlook is negative.

Clearwater, Florida-based Tech Data Corp. is a global distributor
of information technology and computer related products.


TITAN FINANCIAL: Court Grants Chapter 7 Conversion Plea
-------------------------------------------------------
The Honorable Mary Grace Diehl of the U.S.6 Bankruptcy Court for
the Northern District of Georgia in Atlanta has approved Titan
Financial Group II, LLC, and its debtor affiliates' motion for an
order converting their Chapter 11 cases to cases under Chapter 7.

The Debtors' Chapter 11 cases are converted into liquidation
proceedings, pursuant to Section 1112(a) of the Bankruptcy Code,
effective Nov. 1, 2006.  Felicia S. Turner, the U.S. Trustee for
Region 21, has appointed Robert Trauner as interim Chapter 7
Trustee.

Following the $14.5 million sale of substantially all of their
assets to World Acceptance Corporation in October, the Debtors
determined that engaging in a plan process will unnecessarily
deplete their assets and will not result in any economic benefit
for the estates.  For these reasons, the Debtors moved for a
Chapter 7 conversion of their cases.

                     About Titan Financial

Headquartered in Atlanta, Georgia, Titan Financial Group II,
LLC, provided standard installment loans and serves approximately
80,000 customers through its 125 retail branches across Georgia,
South Carolina and Texas.  The Company and 11 of its affiliates
filed for chapter 11 protection on Sept. 3, 2006 (Bankr. N.D. Ga.
Case No. 06-70852).  Amy Edgy Ferber, Esq., Paul K. Ferdinands,
Esq., and Sarah R. Borders, Esq., at King & Spalding, LLP,
represented the Debtors.  The Debtors' Chapter 11 cases have been
converted into Chapter 7 liquidation proceedings.  Robert Trauner
serves as Chapter 7 Trustee.  David B. Kurzweil, Esq., and John D.
Elrod, Esq., at Greenberg Traurig, LLP, represent Mr. Trauner.
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $10 million and $50 million.


TITAN INTERNATIONAL: Moody's Rates $200-Mil. Senior Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 first time rating to Titan
International, Inc.'s $200 million senior unsecured notes and a B2
corporate family rating.  

The purpose of the proposed notes is to term out borrowings under
the company's revolving credit facility which were used to fund
Titan's Goodyear and Continental acquisitions of $153 million.

The B2 corporate family rating reflects the current modest
operating margins and vulnerability to the cyclical agricultural
and earthmoving/construction markets.

The B3, LGD4, 58% rating reflects the expected loss and recovery
levels based on Moody's Loss Given Default Methodology.

Moody's also assigned a SGL-2 Speculative Grade Liquidity rating
to Titan.

The rating outlook is stable.

"Titan's B2 corporate family rating reflects its niche market in
providing wheels and tires to the agricultural and
earthmoving/construction end markets.  However, the rating is
constrained by the ongoing cyclicality of these end markets and
customer concentrations," Moody's analyst Peter Doyle said.  

Presently the company is benefiting from these strong end markets,
which are the key to its financial performance over the near to
medium term.

Additionally, full year operating results from the company's
acquisitions should result in improvement of key credit metrics
for LTM September 2006:

   -- EBIT/Interest expense of 2x;
   -- EBITDA/Interest expense of 3.7x; and,
   -- Debt/EBITDA of 5.3x.

Further constraints on the corporate family rating are the
continued integration of its acquisitions and potential for future
acquisitions.

The stable outlook reflects Moody's expectations that Titan's debt
protection measures should be supportive of the B2 rating over the
next twelve to eighteen months.  Debt protection measures should
improve as the company increases operating efficiencies and gains
from the full year operating results of its Goodyear and
Continental acquisition.  The key risk that Titan will continue to
face is the cyclicality in its end markets.

Nevertheless, Titan should be able to weather future cyclical
downturns much better than in the past due to its commitment to
maintain ample liquidity.

The B3 rating on the proposed senior unsecured notes reflects an
LGD4, 58% loss given default assessment and is one notch below the
corporate family rating.  The senior unsecured notes are
guaranteed by Titan's domestic subsidiaries and benefit from the
junior position of approximately $81.2 million of convertible
notes in Titan's capital structure.  The convertible notes are
structurally subordinate to all subsidiary claims.

Moody's does not rate the convertible debt.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
belief that the company will maintain a good liquidity profile
over the next 12-month period.  The SGL rating anticipates that
approximately $110 million in availability under the company's
revolving credit facility at closing of the senior unsecured
notes, cash on hand, and free cash flow should be sufficient to
fund the company's capital spending and operational needs over the
next 12 months.

Titan ratings assigned:

   -- Corporate family rating B2;

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

   -- $200 million senior unsecured notes due late 2011 at B3
      LGD4, 58%;

Speculative Grade Liquidity at SGL-2.

Titan, headquartered in Quincy, Illinois is a leading manufacturer
of wheels, tires and assemblies for off-highway vehicles serving
the agricultural, earthmoving/construction, and consumer end
markets.


THAXTON GROUP: Court Extends Removal Period to May 30
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended, until May 30, 2006, the period within which The Thaxton
Group Inc. and its debtor-affiliates can file notices of removal
with respect to prepetition actions pursuant to Bankruptcy Rules
9006 and 9027.

The Debtors inform the Court that they were party to a number of
civil actions and proceedings.  The Debtors have focused on their
operational restructuring and business plan of their Southern
Management business.

In addition, the Debtors spent their time marketing and selling
their non-core business units and participated in the final global
settlement with involved parties.

The extension, the Debtors say, will enable them to make an
informed decision regarding removal of any prepetition action.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.
The Company filed for Chapter 11 protection on Oct. 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.


THOMAS MCINTYRE: Case Summary & 23 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Thomas L. McIntyre
             2 South 976 Deer Path Road
             Batavia, IL 60510

Bankruptcy Case No.: 06-15929

Type of Business: The Debtor operates an equine training show
                  facility under the industry name of Equine
                  Productions Inc.

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Deborah McIntyre                           06-15922

Chapter 11 Petition Date: December 4, 2006

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Miriam R. Stein, Esq.
                  Arnstein & Lehr LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606
                  Tel: (312) 876-7119
                  Fax: (312) 876-0288

                        Total Assets       Total Debts
                        ------------       -----------
Thomas L. McIntyre          $212,800        $1,318,652
Deborah McIntyre            $303,648        $1,223,189

A. Thomas L. McIntyre's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service     1040 taxes plus            $527,745
Mail Stop 5010 CHI           accrued interest
230 S. Dearborn Street       and penalties
Chicago, IL 60604

Illinois Dept. of Revenue     Income tax plus           $194,194
100 W. Randolph, Suite 7500   accrued interest
Chicago, IL 60601             and penalties
                              through July 31,
                              2006

Internal Revenue Service      Location: 2 South         $169,616
Mail Stop 5010 CHI            976 Deer Path       secured value:
230 S. Dearborn Street        Road, Batavia IL          $200,000
Chicago, IL 60604             Farm -- under         senior lien:
                              contract for sale         $171,498
                              for $400,000
                              Debtor has 50%
                              interest

Internal Revenue Service      1040 taxes plus            $56,081
Mail Stop 5010 CHI            accrued interest
230 S. Dearborn Street        and penalties
Chicago, IL 60604

Illinois Dept. of Revenue     Location: 2 South          $54,662
100 W. Randolph, Suite 7500   976 Deer Path       secured value:
Chicago, IL 60601             Road, Batavia IL          $200,000
                              Farm -- under         senior lien:
                              contract for sale         $401,439
                              for $400,000
                              Debtor has 50%
                              interest

Internal Revenue Service      Location: 2 South          $41,952
Mail Stop 5010 CHI            976 Deer Path       secured value:
230 S. Dearborn Street        Road, Batavia IL          $200,000
Chicago, IL 60604             Farm -- under         senior lien:
                              contract for sale         $341,114
                              for $400,000
                              Debtor has 50%
                              interest

Internal Revenue Service      1040 taxes plus            $24,775
Mail Stop 5010 CHI            accrued interest
230 S. Dearborn Street        and penalties
Chicago, IL 60604

Internal Revenue Service      1040 taxes plus            $22,893
Mail Stop 5010 CHI            accrued interest
230 S. Dearborn Street        and penalties
Chicago, IL 60604

Internal Revenue Service      Location: 2 South          $18,372
Mail Stop 5010 CHI            976 Deer Path       secured value:
230 S. Dearborn Street        Road, Batavia IL          $200,000
Chicago, IL 60604             Farm -- under         senior lien:
                              contract for sale         $383,066
                              for $400,000
                              Debtor has 50%
                              interest

Internal Revenue Service      1040 taxes                  $9,475
Mail Stop 5010 CHI
230 S. Dearborn Street
Chicago, IL 60604

Illinois Dept. of Revenue     Income tax                  $1,039
100 W. Randolph, Suite 7500
Chicago, IL 60601

Guardian Anesthesia Assoc.    Medical services              $454
185 Penny Ave.
Dundee, IL 60118

Illinois Urological           Medical services              $386
Institute S.C.
25 N. Winfield Road, #407
Winfield, IL 60190

Kane Anesthesia Associates    Medical services              $168
34536 Eagle Way
Chicago, IL 60678

Illinois Dept. of Revenue     Income tax                     $40
100 W. Randolph, Suite 7500
Chicago, IL 60601

Suburban Pulmonary & Sleep    Medical services               $30
Assoc.
700 E. Ogden Ave. #202
Westmont, IL 60559

Aurora Eye Clinic Ltd.        Medical services               $23
1300 N. Highland Ave. Ste. 1
Aurora, IL 60506

TriCity                       Medical services               $23
Radiology S.C.
9410 Compubill Drive
Orland Park, IL 60462

B. Deborah McIntyre's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      1040 taxes plus           $527,745
Mail Stop 5010 CHI            accrued interest
230 S. Dearborn Street        and penalties
Chicago, IL 60604

Illinois Dept. of Revenue     Income tax plus           $194,194
100 W. Randolph, Suite 7500   accrued interest
Chicago, IL 60601             and penalties
                              through July 31,
                              2006


Internal Revenue Service                                 $18,963
Mail Stop 5010 CHI
230 S. Dearborn Street
Chicago, IL 60604

Internal Revenue Service                                    $950
Mail Stop 5010 CHI
230 S. Dearborn Street
Chicago, IL 60604

Illinois Dept. of Revenue                                    $12
100 W. Randolph, Suite 7500
Chicago, IL 60601


TRUE TEMPER: S&P Lowers Subordinated Debt Rating to CCC
-------------------------------------------------------
Standard & Poor's Ratings Services lowered several of its ratings
on Memphis, Tennesse-based golf club shaft designer, manufacturer,
and marketer True Temper Sports Inc.

The corporate credit rating was lowered to 'B-' from 'B', and the
rating outlook is stable.  The subordinated debt rating was
lowered to 'CCC' from 'CCC+'.  The ratings were removed from
CreditWatch with negative implications, where they were placed
Nov. 17, 2006.  Total debt outstanding was approximately
$235.6 million as of Oct. 1, 2006, excluding operating lease
obligations.

"The downgrade primarily reflects the company's weaker-than-
expected operating performance through the first nine months of
2006, which has caused credit protection measures to weaken below
our expectations," said Standard & Poor's credit analyst Mark
Salierno.  "Given the company's highly leveraged capital structure
and existing operating challenges, we believe that TTSI's ability
to materially reduce its debt will continue to be challenging in
the near-to-immediate term."

At the same time, Standard & Poor's affirmed its 'B' bank loan
rating on TTSI's first-lien senior secured credit facility (and
removed it from CreditWatch), and revised the recovery rating to
'1', indicating a high expectation for full recovery of principal
in the event of a payment default, from '3'.  The first-lien
facility is now rated one notch higher than the corporate credit
rating on True Temper.

On Dec. 13, 2006, the company announced that it plans to add about
$45 million in second-lien term loan facilities.  Although S&P
expects the company to use a substantial portion of the proceeds
from the second-lien financing to repay a piece of its outstanding
first-lien term loans, an undisclosed amount of incremental debt
is expected to be added to the balance sheet.  The rating actions
on the loan facility reflect first-lien lenders' more favorable
prospects for recovery following the planned reduction of first-
lien debt.

The 'B-' rating on TTSI reflects the company's narrow business
focus, its highly leveraged financial profile, and the
discretionary nature of golf equipment sales.  Somewhat mitigating
these factors are the company's leading market position in steel
golf club shafts and its low-cost manufacturing capabilities.


UNION ROAD: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Union Road Land Corporation
        67 Bay Shore Drive
        Toms River, NJ 08753

Bankruptcy Case No.: 06-22489

Chapter 11 Petition Date: December 13, 2006

Court: District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  Fax: (609) 890-6961

Total Assets: $1,900,010

Total Debts:  $1,323,686

Debtor's 14 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Albertson Ward                               $5,807
36 Euclid Street
Woodbury, NJ 08096

Computer Design Services                     $4,592
P.O. Box 818
Jackson, NJ 08527

Long & Marmero                               $4,129
129 North Broadway, Suite 200
Camden, NJ 08102

Consulting Engineer Services                 $3,867
150 Delsea Drive, Suite 1
Sewell, NJ 08080

Farr Gambacorta & Wright                     $3,000
1000 Atrium Way, Suite 401
Mount Laurel, NJ 08054

Marcus Broder P.C.                           $2,768

TRC Environmental                            $1,207

Robert Pastine                               $1,000

South Jersey Engineers                         $800

Dolan & Dolan P.A.                             $723

Mark Cherry, Esq.                              $720

Federici & Akin                                $533

Gerstein Grayson LLP                           $370

Dave Stitz                                     $300


USN CORP: Sept. 30 Balance Sheet Upside-Down by $21.5 Million
-------------------------------------------------------------
USN Corporation's balance sheet at Sept. 30, 2006, showed $3.2
million in total assets and $24.7 million in total liabilities,
resulting in a $21.5 million stockholders' deficit.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $2.2 million in total current assets
available to pay $24.7 million in total current liabilities.

USN reported a $4.5 million net loss on $3.6 million of sales for
the second quarter ended Sept. 30, 2006, compared with a  
$3 million net loss on $6.3 million of sales for the same period
in 2005.

Net sales declined 44% during the three months ended Sept. 30,
2006, as compared to the prior year quarter.  The decline in net
sales is primarily due to two factors, the decline in gross sales
and the higher return rate experienced in the current year period
of 41% of gross sales as compared to 30% of gross sales in the
prior year period.

The increase in net loss is attributable to the decline in net
sales, the $1 million increase in operating media costs which is
consistent with the change to operating 24 hours per day from 15
hours per day in the 2005 period, and the $168,000 increase in
interest expenses, partially offset by the $258,000 decrease in
non-cash compensation expenses.

The increase in interest expense is primarily the result of
amortization of the loan origination fees and the intrinsic value
of the beneficial conversion feature of the $691,000 in
convertible promissory notes added during the current year.

Full-text copies of the company's consolidated financial  
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?172f  

                        Going Concern Doubt

Creason & Associates, P.L.L.C., expressed substantial doubt about
USN Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ending March 31, 2006.

                          About USN

Headquartered in Los Angeles, California, USN Corporation, fka
Premier Concepts Inc., through its wholly owned subsidiary, USN
Television Group, Inc. -- http://www.usntvg.com/-- is a retailer     
of consumer products, such as jewelry, watches, coins and other
collectibles, through interactive electronic media using
broadcast, cable and satellite television and the internet.  USN
TV's programming is transmitted by satellite to cable television
systems, direct broadcast satellite systems, including DirecTV,
and television broadcasting stations across the United States.  
USN TV also markets its products through the internet.  Revenues
are primarily generated from sales of merchandise offered through
USN TV's television home shopping programming.

USN filed a voluntary chapter 11 petition on Oct. 10, 2003 (Bankr.
C.D. Calif. Case No. 03-36445).  The Bankruptcy Court confirmed
the company's First Amended Chapter 11 Reorganization Plan on
Nov. 30, 2004.  Lawrence A. Diamant, Esq., at Robinson, Diamant, &
Wolkowitz, represented the Debtor in its chapter 11 restructuring.  
USN will remain subject to the jurisdiction of the Bankruptcy
Court until it makes its final payment to unsecured creditors in
the fourth quarter of fiscal year 2006.


VENTAS INC: Moody's Rates $230-Million Senior Notes at Ba2
----------------------------------------------------------
Moody's placed a Ba2 rating on $230 million of 3-7/8% Convertible
Senior Notes issued by Ventas, Inc., the REIT holding company of
Ventas Realty Limited Partnership and Ventas Capital Corporation.

Moody's also rates Ventas, Inc's senior debt shelf at Ba3.  

This rating reflects effective subordination to debt securities at
its subsidiaries, and the lack of definitiveness surrounding
guarantees of obligations of Ventas, Inc. issued off of this
shelf.

The recently issued convertible debt of Ventas, Inc. has
unconditional joint and several guarantees on a senior basis by
Ventas Realty and Ventas Capital, among other Ventas group
companies.  These guarantors, and the issuer of the convertible,
Ventas, Inc., mirror the guarantor and issuer pool of the senior
debt of Ventas Realty, that Moody's rates Ba2.  This parallel
guarantor/issuer structure is what drives the Ba2 rating on the
convertible senior debt of Ventas, Inc.

Ventas, Inc. is a health care real estate investment trust that
owns 454 health care and senior housing assets in 43 states,
including 43 hospitals, 218 skilled nursing facilities and
174 senior housing and other assets.  At Sept. 30, 2006, Ventas
had $2.8 billion in book assets.


VENTURE VII: Moody's Places Ba2 Rating on $11.4 Mil. Class E Notes
------------------------------------------------------------------
Moody's Investor Service assigned ratings to notes issued by
Venture VII CDO Limited

Moody's Ratings:

   -- Aaa to the $388,000,000 Million Class A-1A Senior Secured
      Floating Rate Notes Due 2022;

   -- Aaa to the $90,000,000 Million Class A-1AR Senior Secured
      Floating Rate Revolving Notes Due 2022;

   -- Aa1 to the $53,125,000 Million Class A-1B Senior Secured  
      Floating Rate Notes Due 2022;

   -- Aaa to the $49,775,000 Million Class A-2 Senior Secured
      Floating Rate Notes Due 2022;

   -- Aa2 to the $31,250,000 Million Class B Senior Secured
      Floating Rate Notes Due 2022;

   -- A2 to the $32,350,000 Million Class C Secured Deferrable
      Floating Rate Notes Due 2022;

   -- Baa2 to the $23,700,000 Million Class D Secured Deferrable
      Floating Rate Notes Due 2022; and,

   -- Ba2 to the $11,400,000 Million Class E Secured Deferrable
      Floating Rate Note Due 2022.

The portfolio, primarily composed of bank loans, participations
and corporate debt securities, will be managed by MJX Asset
Management LLC.


VILLAJE DEL RIO: Colina Fails in Bid to Install Chapter 11 Trustee
------------------------------------------------------------------
The Honorable Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas in San Antonio denied Colina Del Rio,
L.P.'s motion to appoint a Chapter 11 Trustee in Villaje Del Rio,
Ltd.'s bankruptcy case.  

Judge King denied the motion without prejudice to its re-urging at
the hearing on the confirmation of the Debtor's proposed Amended
Plan of Reorganization, currently set for Jan. 22, 2006.

Colina was the successful bidder for a $$26.7 million Deed of
Trust Note originally issued by the Debtor in favor of Berkshire
Mortgage Finance Limited Partnership and subsequently assigned to
the U.S. Department of Housing and Urban Development.  The HUD
assigned its interest on the note to Colina in December 2005.

Colina sought for the appointment of a Chapter 11 Trustee based on
the Debtor's supposed attempts to ignore the provisions of the
Bankruptcy Code and alleged conflicts of interest between the
Debtor, as controlled by George Geis, and its creditors.  Mr. Geis
controls Villaje Management, LLC, which has sole control of the
Debtor.

According to Colina, the Debtor has pursued this case for the sole
benefit of Mr. Geis.  Colina accuses the Debtor of failing to act
as a fiduciary for the creditors and, instead, working for the
single purpose of recovering the real property so that it can
complete the multifamily rental apartment project it is building
in San Antonio, Texas.

Headquartered in San Antonio, Texas, Villaje Del Rio, Ltd., is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets of less the $50,000 and estimated debts between $10 million
and $50 million.


VILLAJE DEL RIO: Plan Confirmation Hearing Set for January 22
-------------------------------------------------------------
The Honorable Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas in San Antonio has approved the Third
Amended Disclosure Statement explaining Villaje Del Rio Ltd.'s
Plan of Reorganization.

The Court finds that the Disclosure Statement, as modified in open
court, complies with the requirements Section 1125 of the
Bankruptcy Code.  The Debtor is now authorized to disseminate the
Disclosure Statement to its Creditors for approval.

Ballots accepting or rejecting the Plan must be filed by 5:00
p.m., on Jan. 12, 2007, with the Debtor's counsel:

         Hohmann, Taube & Summers, LLP
         Attn: Villaje Balloting
         100 Congress Ave, Suite 1800
         Austin, TX 78701
         Fax: (512) 472-5997

Objection to confirmation of the Debtor's Plan must be filed by
5:00 p.m., on Jan. 12, 2007, with:

         The Clerk of Bankruptcy Court
         Western District of Texas   
         615 E. Houston St., Room 137
         San Antonio, TX 78205

A copy of the objection must also be filed with Hohmann Taube.

The Court has scheduled a hearing on the confirmation of the
Debtor's Plan at 10:00 a.m. on Jan. 22, 2007.

                           Plan Overview

As reported in the Troubled Company Reporter on Sept. 19, 2006,
all cash necessary for the Debtor to make payments pursuant to the
Plan will be obtained from the sale of its real property and the
pursuit of certain litigation claims.

As the Debtor's representative, George Geis, Esq., at Hohmann,
Taube & Summers, LLP will guarantee payment of fees and expenses
for the prosecution of the Litigation Claims.  Fees and expenses
for pursuing the Litigation Claims is expected to exceed $200,000.

Under the Plan, each holder of an Allowed Class II Priority Non
Tax Claim will be paid in full pursuant to an agreement between
the Debtor and the claimant on the effective date of the Plan.

Holders of Class III Priority Tax Claims will be paid in full,
through equal monthly payments of principal and interest of the
Allowed Claim over a period of five years, plus statutory
interest.

Holders of Allowed Convenience Claims will receive the lesser of
their Allowed Claim or $1,000 in full satisfaction of their
Allowed Claim within 60 days from the effective date.

Holders of Allowed General Unsecured Claim will have the right to
elect treatment as an Allowed Convenience Claim by making their
election for the treatment on their timely filed Ballot.
Otherwise, they will receive their pro rate share of proceeds from
the Litigation Claims.

The Allowed Claim of George Geis, totaling $1.5 million, will be
paid with the excess cash flow, if any, from the Debtor after all
senior classes are paid in full.

Equity Interests Holders will not receive any distribution on
account of the interests until all senior allowed claims are paid
in full.

All Allowed Lease Cure Claims, equal to the monetary amount
necessary to fully cure any lease or executory contract of the
Debtor assumed under the Plan, will be paid pursuant to Section
6.6 of the Plan.

A full-text copy of the Debtor's Third Amended Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060918223118

Headquartered in San Antonio, Texas, Villaje Del Rio, Ltd., is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets of less the $50,000 and estimated debts between $10 million
and $50 million.


WACHOVIA BANK: Moody's Holds Low-B Ratings on $32.5 Mil. of Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 18 classes of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2004-C11 as:

   -- Class A-1, $31,294,592,  Fixed, affirmed at Aaa
   -- Class A-2, $70,000,000,  Fixed, affirmed at Aaa
   -- Class A-3, $87,715,000,  Fixed, affirmed at Aaa
   -- Class A-4, $52,829,000,  Fixed, affirmed at Aaa
   -- Class A-5, $454,900,000, Fixed, affirmed at Aaa
   -- Class A-1A, $157,642,347,Fixed, affirmed at Aaa
   -- Class X-C, Notional,  affirmed at Aaa
   -- Class X-P, Notional,  affirmed at Aaa
   -- Class B, $28,641,000, Fixed, upgraded to Aa1 from Aa2
   -- Class C, $13,018,000, Fixed, affirmed at Aa3
   -- Class D, $23,434,000, WAC, affirmed at A2
   -- Class E, $11,717,000, WAC, affirmed at A3
   -- Class F, $14,320,000, WAC, affirmed at Baa1
   -- Class G, $13,019,000, WAC, affirmed at Baa2
   -- Class H, $10,415,000, WAC, affirmed at Baa3
   -- Class J, $16,924,000, Fixed, affirmed at Ba1
   -- Class K, $5,207,000, Fixed, affirmed at Ba2
   -- Class L, $2,604,000, Fixed, affirmed at Ba3
   -- Class M, $2,604,000  Fixed, affirmed at B1
   -- Class N, $2,603,000, Fixed, affirmed at B2
   -- Class O, $2,604,000, Fixed, affirmed at B3

As of the Nov. 17, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
2.7% to $1.03 billion from $1.04 billion at securitization.  The
Certificates are collateralized by 54 mortgage loans ranging in
size from less than 1.0% to 12.1% of the pool, with the top 10
loans representing 51.8% of the pool.  The pool includes six
shadow rated investment grade loans comprising 45.7% of the pool.
Two loans, representing 9.7% of the pool balance, have defeased
and are collateralized by U.S. Government securities.

There have been no realized losses to date and currently there are
no loans in special servicing.  Five loans, representing 4.7% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2005 operating results for
approximately 98.8% of the pool.  Moody's loan to value ratio  for
the conduit component is 92.1%, compared to 96.2% at
securitization.  Moody's is upgrading Class B due to defeasance
and improved overall pool performance.

The largest shadow rated loan is the Brass Mill Center & Commons
Loan at $122.5 million, 12.1% which is secured by the borrower's
interest in a 1.2 million square foot regional mall and adjacent
197,000 square foot grocery-anchored community center.  The
properties are located approximately 28 miles southwest of
Hartford in Waterbury, Connecticut.  The mall is anchored by
Sears, Filene's, J.C. Penney and Burlington Coat Factory.
Performance has been stable since securitization.  The loan
sponsors are General Growth Properties Inc. and the New York State
Common Retirement Fund.

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

The second shadow rated loan is the Four Seasons Town Center Mall
Loan  at $93 million, 9.2% which is secured by the borrower's
interest in a 1.1 million square foot regional mall located in
Greensboro, North Carolina.  The center is anchored by Dillard's,
J.C. Penney and Belk Stores.  Performance has improved since
securitization due to increased revenues.  The loan sponsor is
General Growth Properties Inc.

Moody's current shadow rating is A3, compared to Baa3 at
securitization.

The third shadow rated loan is the Starrett-Lehigh Building Loan
at $59.1 million, 5.8% is a pari-passu interest in a
$181.6 million first mortgage loan.  The loan is secured by a
2.3 million square foot Class B/C office building located in the
Penn Station submarket of New York City.  The property is 88%
occupied, compared to 74.3% at securitization.  The largest
tenants are U.S. Customs, Tommy Hilfiger USA and Martha Stewart
Omnimedia.  Performance has improved since securitization due to
increased revenues and stable expenses.

Moody's current shadow rating is Aa3, compared to A1 at
securitization.

The fourth largest shadow rated loan is the Bay City Mall Loan at
$25.1 million, 2.5% which is secured by a 525,000 square foot
regional mall located within the Saginaw-Bay City MSA in Bay City,
Michigan.  The center is anchored by Target, Sears, Younkers and
J.C. Penney.  In-line occupancy is 83%, compared to 87.0% at
securitization.  Financial performance has been impacted by
decreased revenues as well as increased expenses.  The borrower's
reported 2005 net operating income is 27.6% lower than Moody's
original expectations.  The loan sponsor is General Growth
Properties Inc.

Moody's current shadow rating is B3, compared to Baa2 at
securitization.

The remaining two rated loans comprise 4% of the pool.  The Home
Depot Loan at $21.6 million, 2.1% which is secured by a 100,000
square foot single tenant building located in Colma, California,
is shadow rated A1 compared to A3 at securitization.  The
University Mall Loan at $19.1 million, 1.9% which is secured by
the borrower's interest in a 593,000 square foot retail property
located in Tuscaloosa, Alabama, is shadow rated Aa3, the same as
at securitization.

The top three conduit loans represent 17.7% of the outstanding
pool balance.  The largest conduit loan is the Bank of America
Tower Loan at $74.5 million, 9.2% and secured by a 661,000 square
foot Class A office building and an adjacent 36,000 square foot
annex building located in Jacksonville, Florida.  The property is
86.1% occupied, compared to 79.5% at securitization.  The property
is anchored by Bank of America Corporation.  Performance has been
impacted by a decline in market rents and increased expenses.

Moody's LTV is 91.6%, compared to 89.4% at securitization.

The second largest conduit loan is the Westland Mall Loan at $58.8
million, 5.8%, is secured by the borrower's interest in a 835,000
square foot regional mall located approximately five miles north
of the Miami International Airport in Hialeah, Florida.  The
center is anchored by Burdines, Sears and J.C. Penney.  The center
is 100% occupied, compared to 95% at securitization.  Financial
performance has been impacted by flat revenues and increased
operating expenses.  The loan sponsor is an affiliate of the Mills
Corporation.  The borrower's reported 2005 net operating income is
6.5% lower than Moody's original expectations.

Moody's LTV is 87.9%, compared to 77.7% at securitization.

The third largest conduit loan is the ARC Portfolio I Loan at
$31.6 million, 3.1%, which is secured by a portfolio of seven
manufactured housing communities totaling 1,500 pads.  The
properties range from 100 to 490 pads and are located in seven
states.  At securitization the portfolio was securitized by eight
properties but one property has been released through defeasance.
Financial performance has improved due to increased revenues,
stable expenses and loan amortization.  The loan sponsor is
Affordable Residential Communities Inc., LLC, a REIT that
specializes in manufactured housing communities.

Moody's LTV is 75.5%, compared to 95.1% at securitization.

The pool's collateral is a mix of retail, multifamily, office and
mixed use, U.S. Government securities and industrial and self
storage.  The collateral properties are located in 27 states.  The
highest state concentrations are Florida, New York, California,
Connecticut and North Carolina.  All of the loans are fixed rate.


WASHINGTON MUTUAL: Good Performance Cues Moody's Rating Upgrades
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of six classes of Washington Mutual
Multifamily Mortgage 2001-1 Limited, Secured Notes, Series 2001-1
as:

   -- Class A-1, $170,162,574, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class A-2, $14,666,000, Fixed, affirmed at Aaa
   -- Class A-3, $17,808,000, Fixed, affirmed at Aaa
   -- Class A-4, $4,191,900, Fixed, affirmed at Aaa
   -- Class A-5, $3,142,000, Fixed, affirmed at Aaa
   -- Class B-1, $9,428,000, Fixed, upgraded to Aaa from Aa3
   -- Class B-2, $4,191,000, Fixed, upgraded to Aaa from A3
   -- Class B-3, $6,285,000, Fixed, upgraded to Aa3 from Baa2
   -- Class B-4, $9,428,000, Fixed, upgraded to Baa2 from Ba2
   -- Class B-5, $4,190,000, Fixed, upgraded to Ba1 from Ba3

As of the Nov. 20, 2006 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 37.9%
to $260.3 million from $419 million at securitization.  The
Certificates are collateralized by 187 loans secured by
multifamily properties.  The loans range in size from less than
0.2% to 3.6% of the pool, with the top 10 loans representing 21.0%
of the pool.  The pool has not experienced any losses since
securitization and currently there are no loans in special
servicing.  Seventeen loans, including two of the top three loans,
are on the master servicer's watchlist.  The watchlisted loans
represent 12.6% of the pool.

Moody's was provided with year-end 2005 operating results for
86.5% of the pool.  Moody's weighted average loan to value ratio
is 72.7%, compared to 77.4% at last review in February 2005 and
compared to 86.4% at securitization.  

Moody's is upgrading Classes B-1, B-2, B-3, B-4 and B-5 due to
increased subordination levels and improved overall pool
performance. Classes A-4, A-5, B-1, B-2 and B-3 were upgraded on
Dec. 8, 2006 based on a Q tool based portfolio review.

The top three loans represent 9.1% of the outstanding pool
balance.  

The largest loan is the Victoria Square Apartments Loan, which is
secured by a 96-unit multifamily property located in Milpitas,
California.  The property is 94.8% occupied, compared to 100% at
last review.  Performance has declined significantly since
securitization due to weak market conditions.

Moody's LTV is in excess of 100%, similar to last review.

The second largest loan is the Royal Fir Apartments Loan, which is
secured by a 186-unit multifamily property located in Kent,
Washington.  The property is 90.5% occupied, compared to 97.9% at
last review.  

Moody's LTV is 92.9%, compared to 98.2% at last review.

The third largest loan is the Lincoln Terrace Loan, which is
secured by a 170-unit multifamily property located in Anaheim,
California.  The property is 92.9% occupied, compared to 97% at
last review.  

Moody's LTV is 49.2%, compared to 54.1% at last review.

The pool's collateral consists entirely of multifamily properties.  
The collateral properties are located in five states.  The highest
state concentrations are California, Washington and Oregon.  There
are 146 loans, representing approximately 70.5% of the current
pool balance, that are full recourse obligations to the related
borrower or affiliate.


WASTECH INC: Posts $131,584 Net Loss in Quarter Ended Sept. 30
--------------------------------------------------------------
Wastech Inc. reported a $131,584 net loss on $9,000 of revenues
for the quarter ended Sept. 30, 2006, compared with $143,013 of
net income for the same period in 2005.  The company had no
revenues in the third quarter of 2005.  The $9,000 revenues in the
current quarter represent management fee income of $3,000 per
month that the company receives from an entity affiliated with the
company's chairman Richard D. Tuorto Sr.

The net loss is mainly due to increased interest expense resulting
from a non-interest bearing note in the principal amount of
$4,000,000 which is due and payable on April 12, 2009 issued by
the company's wholly-owned subsidiary, Wastech of West Virginia
Inc.  The net income in the third quarter of 2005 is mainly due to
an unusual gain of $241,809 from the cancellation of shares
previously issued for compensation and accrued expenses.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$5.9 million in total assets, $4.8 million in total liabilities,
and $1.1 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $32.500 in total current assets available
to pay $1.6 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available fro
free at http://researcharchives.com/t/s?173c

                        Going Concern Doubt

Turner Jones & Associates LLC, expressed substantial doubt about
Wastech 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 company pointed that the company
has ceased all operating activities and that without substantial
input of equity capital, the company will not be able to resume
meaningful revenue-producing activities.

                         About Wastech Inc.

Wastech Inc (OTC:WTCH) was formerly known as Corporate Vision Inc.  
In April 2006, the company purchased from H.M. Flood Business
Trust Ltd. the rights to approximately 44,000 acres of subsurface
coal, coal bed methane and all other mineral rights in various
counties in West Virginia, as well as 5,898.49 acres of oil and
gas reserves in Fayette County, West Virginia.  Due to the
company's failure to comply with the terms of the assignment
agreement, H.M. Flood Business Trust Ltd. filed on Oct. 10, 2006 a
lawsuit against Wastech West Virginia Inc. in Kanawha County, West
Virginia, to recover the payment of $980,000 due on Oct. 7, 2006,
as well as the amount due on the $4,000,000 note due on April 13,
2009.


WILLIAM LYON: Moody's Holds Corporate Family Rating at B1
---------------------------------------------------------
Moody's Investors Service affirmed all of the ratings of William
Lyon Homes, Inc., including the company's B1 corporate family
rating and B3 senior notes ratings.

The ratings outlook is stable.

The stable ratings outlook is based on Moody's expectation that
the company will continue to manage its inventory effectively,
thereby improving its cash flow generation, and use the excess
cash flow to pay down debt and lower its interest burden.

The affirmation reflects the company's good inventory management
and improvement in cash flow from operations.

William Lyon's inventories grew a modest 3.8% in the third quarter
of 2006 to $1.65 billion, a rate that was lower than for the
majority of the other homebuilders.  William Lyon's CFO for the
LTM period ended 9/30/2006 was $144 million, making the company
one of only six that was cash flow positive for that reporting
period.  Although CFO was a negative $20 million for the third
quarter of 2006, this represented a significant improvement from
the negative $138 million generated in the third quarter of 2005.

At the same time, the ratings are constrained by declining
interest coverage, geographic concentration, long land supply, and
the continued presence of secured debt, albeit reduced, in the
capital structure.  The company's interest coverage  for the LTM
period ended Sept. 30, 2006 was 4.3x, down from 5.6x at FYE 2005.  
In terms of geographic concentration, the company is heavily
concentrated in California as home closings for nine months ended
in Sept. 30, 2006 represented around 62% of the company's total
home closings.  In terms of years of lot inventory, the company's
supply is greater than seven years, which maps to a B rating
category.  The company's secured debt constituted 36% of total
debt and 21% of the capital structure.

These ratings for William Lyon Homes, Inc. were affirmed:

   -- Corporate family rating, affirmed at B1;

   -- Probability of Default rating affirmed at B1;

   -- $150 million Senior Notes Due 12/15/2012, affirmed at B3;

   -- $247 million Senior Notes due 4/01/2013, affirmed at B3;
      and,

   -- $150 million Senior Notes due 2/15/2014, affirmed at B3.

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated homebuilding revenues for the last twelve months
ended Sept. 30, 2006 were $1.8 billion.


WINDSTREAM CORP: Moody's Affirms Corporate Family Rating at Ba2
----------------------------------------------------------------
Moody's Investors Service affirmed Windstream Corporation's Ba2
corporate family on the reported split-off of its directory
publishing business to affiliates of Welsh, Carson, Anderson and
Stowe.

As a result of the proposed transaction, Windstream expects to
retire up to $250 million in debt and repurchase 19.6 million of
Windstream common stock valued at approximately $275 million.

Moody's believes that the company's plans to split-off its
directory publishing assets will not have a material impact on the
company's credit metrics.  Although the directory business
generated $67 million of annual EBITDA, it comprises about 4% of
the company's pro forma full year EBITDA.

In addition, the rating agency believes that the cash flow impact
of the transaction will be insignificant after factoring in the
cash interest and dividend savings as a result of the proposed
debt retirement and repurchase of Windstream equity.

Moody's affirmed these ratings:

   * Windstream Corporation

      -- Corporate Family Rating at Ba2

      -- Probability of Default Rating at Ba2

      -- Senior secured revolving credit facility Affirmed Ba1,
         LGD2, 24%

      -- Senior secured term loan tranche A Affirmed Ba1, LGD2,
         24%

      -- Senior secured term loan tranche B Affirmed Ba1, LGD2
         24%

      -- 8 1/8% senior unsecured notes due 2013 Affirmed Ba3,
         LGD5, 79%

      -- 8 5/8% senior unsecured notes due 2016 Affirmed Ba3,
         LGD5, 79%

   * Windstream Holdings of the Midwest, Inc

      -- 6 _% Notes due 2028  Affirmed Ba1, LGD2, 24%

   * Windstream Georgia Communications Corp.

      -- 6 & 1/2% Notes due 2013 Affirmed Baa2, LGD1, 0%

   * Valor Telecommunications Enterprises, LLC

      -- 7_% Senior Notes due 2015 Affirmed Ba1, LGD2, 24%

Outlook is stable.

The Ba2 corporate family rating reflects Windstream's high debt
levels and the expected downward pressure on wireline revenue and
cash flow growth in the future.  Due to the company's high
dividend payments, cash flows available for debt reduction are
likely to remain below 3% in the next two years, and Moody's does
not expect debt to decline below 3.3x EBITDA over the ratings
horizon.  The ratings and the outlook benefit from the stability
of the company's operations, and management's track record of
delivering on expected results.

Windstream, headquartered in Little Rock, Arizona, is an ILEC
formed via merger of Alltel's wireline operations and Valor.  The
company provides telecommunications services in 16 states with
approximately 3.3 million access lines in service and about
$3.2 billion in annual revenues.


WINSTON HOTELS: Moody's Lifts Preferred Stock Rating to B2 from B3
------------------------------------------------------------------
Moody's Investors Service raised the preferred stock rating of
Winston Hotels, Inc. to B2, from B3, and revised its rating
outlook to stable.

The rating change reflects the success Winston Hotels has enjoyed
in generating consistent earnings growth and flag diversity, as
well as increased coverages.

Moody's stated that:

   -- Winston has achieved RevPAR growth of 11% from 3Q05 to
      3Q06;

   -- increased size and diversification through modest growth in
      its gross asset base from $665 million at year-end 2005 to
      $692 million at 3Q06, and has plans to acquire more assets
      in 2007;

   -- significant improvement in geographic concentration from
      70% of rooms in the Mid-Atlantic/Southeast to a projected
      50% by YE07; and,

   -- stable levels of total debt and secured debt.

In addition, occupancy has improved to 73% at 3Q06, from 71% at
year-end 2005.  Same store operating margins improved 100 bps to
44% from the same period last year.  Offsetting these positives
are significant brand concentrations: Hilton and Marriott have
approximately 80% of all rooms.

Furthermore, 39 of Winston's 53 hotels are managed by Alliance
Hospitality.

Moody's noted that Winston Hotels' fixed charge coverage is good
for its peer group at 2.8x YTD and has remained in the 2.2x to
2.8x range for the past four years.

Moody's rating action indicates that Winston Hotels has shown
resilience in a post-September 11 lodging environment, which
created substantial challenges for all hotel sectors, including
the mid-scale and limited-service hotel segments on which Winston
Hotels focuses.  

Although Winston Hotels owns some high-end limited-service,
extended-stay and full-service hotels, the vast majority of the
REIT's properties are in the mid-scale non-food-and-beverage
category, and 70% are located in the Mid-Atlantic/Southeast, with
a concentration in North Carolina, Georgia, Texas and Florida.
Hilton comprises 41% and Marriott comprises 38% of franchised
rooms, with Choice and InterContinental being the other major
franchisors.

Moody's stated that Winston Hotels had 13 hotel mezzanine loans
totaling $62 million at 3Q06, some of which is concentrated. The
REIT is in the process of expanding this lending program through a
joint venture with GE Capital, in which GE provides the first
mortgages and Winston provides the mezzanine piece.  This business
has performed well so far, but it remains untested and is an
important risk consideration.

An upgrade would result from growth in assets to around
$2 billion, with further geographic diversification such that
closer to 50% of the properties are concentrated in the
Mid-Atlantic/Southeast and increased brand diversification with
less than two-thirds of the portfolio comprised of the top two
brands.  A downgrade would result from stalled asset or RevPAR
growth, a decline in fixed charge coverage to one consistently in
the low 2x range, or from asset quality problems in its mezzanine
loan portfolio.

The last rating action for Winston took place on Oct. 11, 2005
when Moody's affirmed the preferred stock rating of Winston at B3
and changed the outlook to positive.

This rating has been raised:

   * Winston Hotels, Inc.

      -- preferred stock to B2, from B3.

Winston Hotels, Inc. is a lodging REIT headquartered in Raleigh,
North Carolina, USA.  At Sept. 30, 2006, Winston Hotels had total
assets of $553 million, and equity of $258 million.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (20)         118       (3)
Acorda Therapeut.       ACOR         (8)          40        5
AFC Enterprises         AFCE        (40)         157        4
Alaska Comm Sys         ALSK        (25)         566       26
Alliance Imaging        AIQ         (18)         674       30
AMR Corp.               AMR        (514)      30,128   (1,202)
Armstrong World         AWI      (1,197)       4,721    1,132
Atherogenics Inc.       AGIX       (136)         197      146
Bare Essentials         BARE       (620)         139       42
Blount International    BLT        (107)         441      121
CableVision System      CVC      (5,400)       9,776     (400)
Centennial Comm         CYCL     (1,062)       1,434       33
Charter Comm-a          CHTR     (5,632)      15,198     (999)
Choice Hotels           CHH         (78)         286      (48)
Cincinnati Bell         CBB        (679)       1,889       55
Clorox Co.              CLX         (55)       3,539      (20)
Compass Minerals        CMP         (74)         671      145
Corel Corp.             CRE         (22)         113       11
Crown Media HL          CRWN       (449)         917      190
Delphi Corp             DPHIQ    (7,756)      17,514    2,250
Deluxe Corp             DLX         (68)       1,296     (188)
Denny's Corporation     DENN       (231)         454      (73)
Domino's Pizza          DPZ        (592)         360      (20)
Echostar Comm           DISH       (365)       9,351    1,696
Emeritus Corp.          ESC        (115)         713      (34)
Empire Resorts I        NYNY        (25)          61       (2)
Encysive Pharm          ENCY        (88)          69       33
Gencorp Inc.            GY          (98)       1,017       (3)
Graftech International  GTI        (157)         875      253
Guidance Software       GUID         (2)          22       (1)
Hansen Medical I        HNSN        (32)          38       33
HealthSouth Corp.       HLS      (1,339)       3,310     (314)
I2 Technologies         ITWO        (46)         208        1
ICOS Corp               ICOS        (18)         285      111
IMAX Corp               IMAX        (33)         243       84
Immersion Corp          IMMR        (22)          47       31
Immunomedics Inc        IMMU        (21)          50       21
Incyte Corp             INCY        (66)         465      295
Indevus Pharma          IDEV       (124)          92       55
Inergy Holdings         NRGP        (19)       1,647      (12)
Investools Inc.         IEDU        (64)         120      (79)
IPG Photonics           IPGP        (31)         115       24
J Crew Group Inc.       JCG         (55)         414      128
Kaiser Aluminum         KALU     (3,105)       1,598      123
Koppers Holdings        KOP         (86)         637      148
Ligand Pharm            LGND       (239)         232     (162)
Lodgenet Entertainment  LNET        (62)         269       18
McMoran Exploration     MMR         (38)         438      (46)
New River Pharma        NRPH        (65)         170      135
Northwest Airlines      NWACQ    (7,718)      13,498      659
NPS Pharm Inc.          NPSP       (182)         237      150
Omnova Solutions        OMN          (2)         366       72
ON Semiconductor        ONNN         (1)       1,417      316
Portal Software         PRSF        (20)         112      (14)
Qwest Communication     Q        (2,576)      21,114   (1,569)
Riviera Holdings        RIV         (29)         222       10
Rural Cellular          RCCC       (540)       1,410      164
Rural/Metro Corp.       RURL        (89)         305       51
Savvis Inc.             SVVS       (142)         442       16
Sealy Corp.             ZZ         (188)         933       89
Sepracor Inc.           SEPR        (33)       1,352      424
St. John Knits Inc.     SJKI        (52)         213       80
Sun-Times Media         SVN        (322)         905     (383)
Town Sports Inte.       CLUB        (25)         417      (55)
Vertrue Inc.            VTRU         (9)         441      (75)
Weight Watchers         WTW        (103)         935      (72)
Worldspace Inc.         WRSP     (1,574)         604      140
WR Grace & Co.          GRA        (480)       3,641      902

                             *********

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

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

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

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

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

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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